CONFIDENTIALITY AGREEMENT CONCERNING DISCLOSURES BETWEEN AAA LLC AND XXX

This Confidential Disclosure Agreement (the Agreement), effective _____________, is entered into by and between AAA LLC (AAA), which is incorporated in _____________ under identification number _____________, and XXX, a company having its registered office at YYY, (XXX) acting on its own name and the name and on behalf of its Affiliates, to assure protection and preservation of confidential information disclosed by either party under this Agreement. For the purpose of this Agreement, Affiliates shall mean , with respect to any Party, (i) any legal entity of which the securities or other ownership interests representing fifty per cent (50%) or more of the equity or fifty per cent (50%) or more of the ordinary voting power or fifty per cent (50%) or more of the general partnership interest are, at the time such determination is being made, owned, Controlled or held, directly or indirectly, by such legal entity, or (ii) any legal entity which, at the time such determination is being made, is Controlling or under common Control with, such legal entity. As used herein, the term "Control", whether used as a noun or verb, refers to the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise. The purpose of this Agreement is to allow the parties to work together on specific consulting engagements. Whereas in the course of the said engagements, the parties will be disclosing to each other certain information including, but not limited to, trade secrets, client lists, business practices, marketing plans, methods, data, patents, applications, policies, Standard Operating Procedures, Regulatory Audit documents, scientific and other commercial, corporate, financial and technical information, which may be disclosed by, or on behalf of, one party (Discloser) to the other party (Recipient) either directly or indirectly, or which may come to Recipients knowledge by disclosure or through visits to Disclosers premises and information regarding Disclosers business and technical capabilities, that Discloser considers to be proprietary and/or confidential (the "Information"). The Information Discloser discloses to Recipient may be in written, oral or electronic form; and, It is therefore agreed that Discloser will disclose the Information to Recipient in accordance with the following terms and conditions: 1. Recipient shall protect in strict confidence and shall not disclose any and all Information with the exception of the following: (a) (b) Information which, at the time of disclosure is in the public knowledge; Information which, after disclosure, becomes part of the public knowledge by publication or otherwise, other than by breach of this Agreement; Information which was in the possession of Recipient or its Affiliates at the time of disclosure by Discloser, and which was not acquired directly or indirectly from Discloser, Information which Recipient or its Affiliates receives from third parties, provided such information was not obtained by said third parties directly or indirectly from Discloser on a confidential basis.

(c)

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Information which is required to be disclosed by applicable law or regulation or order of a court of competent jurisdiction or recognised stock exchange or government department or agency or by the requirements of the Financial Service Authority or any other regulatory or other authority provided that prior to such disclosure Recipient and Discloser consult each other as to the proposed form, nature and purpose of the disclosure.

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The parties agree that they will not use the Information of the other for any purpose other than for review and evaluation with respect to the discussions and engagements ongoing between AAA and XXX. Recipient agrees that it will limit access to Information supplied by Discloser to those Affiliates, those employees and those professional advisers, who in each such case necessarily require the same for the purpose indicated in paragraph 3 above; Recipient undertakes to procure that it will inform all (a) its directors, officers and employees and all directors, officers and employees and professional advisors of its Affiliates and (b) its Affiliates who have access to the Information or to whom the Information is otherwise disclosed that the Information is subject to the restrictions contained in this Agreement as to the use and disclosure of such Information and shall procure that each such person observes and adheres to the restrictions and terms of this Agreement as applied to the Recipient as though such person was a party hereto. If requested to do so, Recipient shall destroy or return to Discloser in accordance with the instruction of Discloser all such Information provided to Recipient by Discloser including all copies which have been made and shall expunge all such Information from all computers, disks or electronic devices containing it, save to the extent Recipient is required to retain such Information pursuant to law or regulation. Recipient understands that Discloser has not made or accepts responsibility for, or makes or will make or is authorised to make, any representation or warranty (express or implied) with respect to the accuracy or completeness of the Information at the date hereof and any future date (other than as expressly set out in any agreement subsequently entered into between the parties). Recipient agrees that any purported representation or warranty made in breach of the foregoing shall not be relied upon as having been authorised by Discloser and that Discloser shall not have any liability in respect of the Information save to the extent that the same results directly from the fraud or wilful default of any such person. Recipient agrees that Discloser does not owe any duty of care to Recipient in respect of the Information. Recipient agrees to indemnify Discloser, all members of its group and any of its or their respective directors, officers, employees, agents and advisers and hold them harmless against any action, claim, cost, loss, liability, expense or damage it may suffer or incur from a breach of this Agreement by Recipient or enforcement of Disclosers rights under it.

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Recipient agrees that Discloser would be irreparably injured by a breach of this Agreement by Recipient, that damages would not be an adequate remedy for any breach of this Agreement and that Discloser shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by Recipient, but shall be in addition to all other remedies available at law or equity. This Agreement shall come into effect on the date of this Agreement and shall continue in full force and effect for a period of five years from the date of this Agreement, or longer in respect of any particular information for so long such information remain confidential and proprietary to Discloser. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions. This Agreement shall constitute the entire understanding of AAA and XXX with respect to the Information disclosed. No modification, amendment, or waiver may be accomplished to the terms of the Agreement without the written consent of all parties This Agreement shall not be construed to grant Recipient any licence or rights other than as expressly set out herein in respect of the Information. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without reference to its principles of conflict of laws. The parties hereby agrees to consent to personal jurisdiction of the state and federal courts situated within Suffolk County, Massachusetts for purposes of enforcing this Agreement, and waive any objection that the parties might have to personal jurisdiction or venue in those courts. In this Agreement person includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality.

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Accepted and Agreed by: AAA Name: Title: Signature: Date:

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XXX Name: Title: Signature: ______________________ Date:

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