Mutual NDA

This is an NDA between two technology companiess

MUTUAL NONDISCLOSURE AGREEMENT

This is an Agreement between Azati Corporation (“Azati”)

of 184 S. Livingston Ave., Suite 119, Livingston, NJ 07039 USA

and EMPOWERED MEDIA GROUP, LLC. (“Client”)

of 35 Wyckoff Drive, Pittstown NJ 08867 USA

PREAMBLE

The parties wish to disclose certain confidential information to each other and to make that disclosure subject to this Agreement.

1. ”Recipient” means the party (Azati or Client) who receives Confidential Information from the other party. “Owner” means the party (Azati or Client) who provides its Confidential Information to Recipient. “Confidential Information”:

(a) includes either party's business processes, technology solutions and strategies and all information concerning the operation of either party's technology solutions, including the algorithms, processes, internal structure, user interface and methods employed, and all business information of either party designated as confidential or which would be regarded by law as confidential; and

(b) shall not include information that (i) is or becomes generally known to the public through no act or omission of Recipient; (ii) is in the possession of Recipient without restriction at the time of communication to Recipient; (iii) is obvious or has been lawfully disclosed to Recipient by a third party without restriction on Recipient; or (iv) is independently developed by Recipient by persons without access to the Confidential Information.

2. Recipient agrees to use Owner’s Confidential Information solely in support of the business relationship between the parties. Recipient shall not disclose or make available Owner’s Confidential Information to third parties except to employees of other companies in Recipient’s group of companies, subject to the nondisclosure obligations of this Agreement. Recipient shall treat the Owner’s Confidential Information with at least the degree of care and protection as Recipient treats its own confidential information, but in no event with less than reasonable care. If Recipient is required to disclose Confidential Information by law, regulation or court order, Recipient will notify Owner promptly of the requirement, and will work with Owner to attempt to minimize the scope of required disclosure.

3. All copies of, and all rights in the Confidential Information are and will remain the property of Owner. Nothing herein grants Recipient any right in Owner’s Confidential Information. Recipient shall not, without the prior written consent of Owner: modify or create derivative works from the Confidential Information, reverse engineer or decompile any technology solution included in the Confidential Information, nor use it for the purpose of developing technology solutions based on concepts, functions, or operations like those disclosed in Confidential Information. Recipient may make copies of Confidential Information only as necessary for the uses permitted herein. Recipient shall duplicate on any copy of Confidential Information all confidentiality and proprietary rights notices found on Confidential Information.

4. Each party agrees that its obligations under this Agreement are necessary and reasonable in order to protect the other’s business, and expressly agrees that monetary damages would be inadequate to compensate for any breach of these provisions. Accordingly, the parties agree that any such breach or threatened breach of this Agreement may cause irreparable injury and that, in addition to any other remedies that may be available in law, equity or otherwise, the offended party shall be entitled to seek injunctive relief (preliminary or otherwise) in the event of an actual or threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.

5. Either party may terminate this Agreement at any time by written notice to the other party. Within ten days of receipt of termination notice, Recipient shall return to Owner all documents containing Confidential Information or shall provide a written certification by an officer of Recipient that all such documents have been destroyed. Recipient’s obligations relating to protection of the Confidential Information will continue indefinitely after any termination of this Agreement for as long as the information remains Confidential Information. This Agreement shall be governed by and construed under the laws of the state of New Jersey and the United States.

6. The failure of either party to enforce or to require performance by the other party of any of the provisions of this Agreement shall not be construed to be a present or future waiver of such provisions, nor affect the ability of either party to enforce each provision later. The waiver by either party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

7. This Agreement is the entire understanding and agreement between Client and Azati with respect to the Confidential Information and supersedes all prior negotiations, commitments and understandings, verbal or written. No amendment of this Agreement is effective unless it is in writing and signed by the duly authorized representatives of Client and Azati.

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