Touchsigned

NONDISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT, entered into as of this date:

is by Lior Mark, 031598543 (the "Disclosing Party")

and

Name: Id: (the "Receiving Party")

WHEREAS, the Disclosing Party will be disclosing to the Receiving Party certain information which is confidential and proprietary to the Disclosing Party as is necessary or appropriate for the Receiving Party to perform certain agreed upon services for the Disclosing Party or to evaluate entering into a particular transaction or agreement with the Disclosing Party (as applicable, the "Permitted Purposes"); and

WHEREAS, in consideration of the receipt of such information, and other good and valuable consideration, each party hereby acknowledges the receipt and sufficiency of which, the Receiving Party agrees to maintain the confidentiality of such information.

NOW THEREFORE:

               1.               DISCLOSURE OF CONFIDENTIAL INFORMATION. Subject to the conditions contained herein, in connection with the Permitted Purposes, the Receiving Party will be furnished with certain confidential and proprietary information of the Disclosing Party ("Confidential Information", as further defined below), which the Disclosing Party deems necessary and/or appropriate.

               2.               DEFINITION OF CONFIDENTIAL INFORMATION. Confidential Information means all information concerning the Disclosing Party or its business, products, or services that is not generally known to the public, including, without limitation, technical, financial or business information or data; pricing information; information regarding software products and related documentation and manuals (including software source and object code); data and algorithms used by or for such software; lists of actual or potential customers, suppliers, and acquisition candidates; research and development plans; proprietary methods and processes; and product and business plans and strategies. Confidential Information also includes all information that the Disclosing Party is required by third parties (including the Disclosing Party's customers) to keep confidential.

               3.               EXCLUSIONS FROM DEFINITION. The term "Confidential Information" does not include (a) information that is or becomes publicly available without a breach of this Agreement, (b) information received from a third party not having a duty or obligation to the Disclosing Party to maintain the confidentiality of said information or (c) information which is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.

               4.               SCOPE OF USE. The Receiving Party shall not use any portion of the Confidential Information in any manner or for any purpose other than as necessary and/or appropriate in connection with the Permitted Purposes.

               5.               COVENANT OF NONDISCLOSURE. At all times that the Receiving Party is in possession of Confidential Information, the Receiving Party shall (a) safeguard the Confidential Information from unauthorized use and disclosure; (b) disclose the Confidential Information to no one other than employees or independent contractors of Receiving Party with a need to know in order to perform the Permitted Purposes; and (c) advise all such employees and independent contractors of their obligations with respect to the Confidential Information and be responsible for their breach of this Agreement. Notwithstanding the foregoing, Receiving Party may disclose the Confidential Information if compelled or required to do so by statute, court of law or other legal process; provided that Receiving Party (i) gives the Disclosing Party prompt written notice of an impending disclosure pursuant to this sentence, (ii) provides reasonable assistance to the Disclosing Party in opposing or limiting the compelled or required disclosure and (iii) makes only such disclosure as is compelled or required.

               6.               OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential Information shall remain the property of the Disclosing Party. Upon request by the Disclosing Party or upon completion of the activities constituting the Permitted Purposes, the Receiving Party must promptly deliver to the Disclosing Party all materials (and all copies of such materials) that contain any Confidential Information (regardless of who prepared such materials). Upon the Disclosing Party's request, an officer of the Receiving Party will certify as to its compliance with this paragraph.

               7.               NO FURTHER RIGHTS. Nothing in this Agreement shall be construed as granting to or conferring upon the Receiving Party any rights by license or otherwise in the Confidential Information. The Disclosing Party makes no representation that the Confidential Information provided to the Receiving Party is complete or accurate in all respects.

               8.               VIOLATION BY THE RECEIVING PARTY. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized disclosure or use of Confidential Information. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of its Confidential Information and/or to prevent further unauthorized use or disclosure. In the event of the Receiving Party's threatened or actual breach of the terms of this Agreement, the Disclosing Party shall have no adequate remedy at law and shall be entitled to (a) all equitable remedies, including immediate injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) enjoining the Receiving Party and every other party from breaching the terms of this Agreement, (b) reasonable attorneys fees incurred in enforcing its rights hereunder, and (c) any other legal remedies that may be available.

               9.               SEVERABILITY. In the event a court of competent jurisdiction finds that any provision of this Agreement is unlawful or unenforceable, then it is the intent of the parties that such court apply a rule of reasonableness and modify the provision in question so that it will remain in effect to the greatest extent permitted by law. In the event a court finds such procedure to be inappropriate, then the provision held unlawful or unenforceable shall be excised from this Agreement and the remaining provisions of this Agreement will remain in full force and effect.

               10.              MISCELLANEOUS. The terms and provisions of this Agreement will inure to the benefit of each party's successors and assigns. Neither party may assign or otherwise transfer the terms and provisions of this Agreement without the consent of the other party, and any such attempt shall be null and void. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver hereof; all waivers being required to be in a writing signed by the waiving party. This Agreement contains the full and complete understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior representations and understandings concerning the same subject matter whether they be oral or written. This Agreement will be governed by and construed according to the laws of the State of Israel and the courts in Tel Aviv.

 

Signature: