Jacob Lane Whitman MA United States ma freetelsystem com Bolsa by legalstuff3

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									                                            3 Jacob Lane                       7375 Saint-Andre Street   28/23 Cu Xa Lu Gia
                                            Whitman, MA 02382                  Montreal, QC H2R 2P6      Ward 15, District 11, HCM City
                                            United States                      Canada                    Vietnam
                 ……                            ma@freetelsystem.com              qc@freetelsystem.com       hcm@freetelsystem.com
                                            ℡ 617-275-8237                     ℡ 514-345-1234            ℡ 093-868-9021
                                               514-345-0123                      514-345-0123              64-853-630

                                            9550 Bolsa Avenue, Suite 120       838 Bayview Drive         229 Le Hong Phong Street
                 ……                         Westminster, CA 92683              Woodlawn, ON K0A 3M0      Vung Tau City, Ba Ria-Vung Tau
                                            United States                      Canada                    Vietnam
                                              littlesaigon@freetelsystem.com     on@freetelsystem.com       vt@freetelsystem.com
                                            ℡ 714-677-2464                     ℡ 613-907-1089            ℡ 090-384-0217
                                              714-531-2200                       514-345-0123              64-853-630
                 ……


                              MUTUAL NON-DISCLOSURE AGREEMENT


This Mutual Non-Disclosure Agreement (the “Agreement”) is made by and between FreeTEL System, Free
Telecom, NET Telecoms, Cepap, Merely Go or any FreeTEL Members Company having its principal place
of business at 7375 Saint-Andre Street, Montreal, QC H2R 2P6, Canada, Telephone: 1-514-345-1234, Fax:
1-514-345-0123 and 9550 Bolsa Avenue, Suite 120, Westminster, CA 92683, United States, Telephone: 1-
714-677-2464, Fax: 1-714-531-2200; and ________________________________________, United States
companies, having its principal place of business at ____________________________________________
__________________________________________________(“Company”) effective the 26 of October 2007.

Hereinafter, FreeTEL System, Free Telecom, NET Telecoms, Cepap, Merely Go or any FreeTEL Members
Company and XXX are each referred to as a “Party,” and collectively as the “Parties.” Party receiving
information hereunder is referred to as “Recipient,” and a party disclosing information is referred to as
“Discloser.”

In connection with discussions between FreeTEL System, Free Telecom, NET Telecoms, Cepap, Merely Go
or any FreeTEL Members Company and XXX, it may become necessary or desirable for either Party to
disclose to the other Party certain business and technical information that the Discloser considers to be
proprietary and confidential.

Now therefore it is hereby agreed as follows:

1.     Confidential Information. All information of whatever kind or nature which Recipient obtains from
       Discloser, whether disclosed orally, visually, electronically or in writing by Discloser to Recipient,
       which Discloser indicates is confidential or proprietary, including, but not limited to, trade secrets and
       business and product plans, shall be regarded and treated as confidential and the property of
       Discloser, by Recipient and shall be called “Confidential Information.”

2.     Protection of Confidential Information. Each Party acknowledges that the other Party claims its
       Confidential Information as a valuable and unique asset. For itself and on behalf of its officers,
       directors, agents, employees and affiliates, each Party agrees:

       (a)     to keep Discloser’s Confidential Information confidential;

       (b)     not to make any disclosure of Discloser’s Confidential Information to any third party, nor to
               use Discloser’s Confidential Information except solely for the purposes contemplated in this
               Agreement unless such further use of the Confidential Information is specifically authorized in
               writing by Discloser;

       (c)     to protect Discloser’s Confidential Information, whether in storage or in use, with the same
               degree of care as Recipient uses to protect its own Confidential Information against public
               disclosure, but in no case with any less degree than reasonable care; and


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       (d)     not to disclose Discloser’s Confidential Information to any personnel or representative of
               Recipient other than those for whom such knowledge is essential for the purpose
               contemplated in this Agreement and such disclosure to them shall be made only under
               conditions of strict confidentiality.


       Each Party shall use every reasonable endeavor to ensure that its employees, agents, contractors
       and any other persons having access to any Confidential Information shall observe the obligations
       contained herein as if such employees, agents, contractors and other persons were a Party to this
       Agreement. In the event of any loss or unauthorized disclosure of Confidential Information,
       Recipient shall immediately notify Discloser in writing thereof.

3.     Limitations on Confidential Information.       Confidential Information shall not include Discloser’s
       information which:

       (a)     is already or becomes hereinafter published otherwise than through the fault or negligence of
               Recipient;

       (b)     is lawfully obtained by Recipient from a third party which has the right to transfer or disclose
               it;

       (c)     is already known to Recipient at the date of receipt of the information pursuant to this
               Agreement;

       (d)     is independently developed by Recipient without the use of any Confidential Information; or

       (e)     is furnished to a third party by Discloser without similar confidentiality restrictions on the third
               party.

       If any portion of any Confidential Information falls within any of the above exceptions, the remainder
       of the Confidential Information shall continue to be subject to the requirements of this Agreement.

4.     Complete Agreement. This Agreement constitutes the complete and exclusive statement of the
       agreement between the Parties which supersedes all previous proposals, oral or written, and all
       other communications or understandings between the Parties relating to the subject matter of this
       Agreement. Recipient acknowledges that it has not relied upon any representation or statement not
       contained herein. This Agreement or any provision thereof may be amended or modified only with
       the mutual consent of the Parties hereto as set forth in a written instrument, signed by a duly
       authorized representative of each Party, and expressly stating the Party’s intent to amend or modify
       this Agreement.

5.     Compelled Disclosure. Should Recipient be faced with legal action to disclose Confidential
       Information received under this Agreement, Recipient shall promptly notify Discloser in writing, and
       upon the request of the latter, shall cooperate with Discloser in contesting such a disclosure.
       Recipient agrees that it will furnish only that portion of the Confidential Information and other
       information which is legally required.

6.     Equitable Relief. Each Party acknowledges that its breach of this Agreement may result in
       immediate and irreparable harm to Discloser, for which there may be no adequate remedy at law,
       and Discloser shall be entitled to equitable relief to compel Recipient to cease and desist all
       unauthorized use and disclosure of Discloser’s Confidential Information in addition to monetary
       damages and such other relief as the courts may determine is appropriate.

7.     Effective Date and Termination. This Agreement shall be effective from the effective date of this
       Agreement and will expire three (3) years from the effective date, provided, however, that either
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       Party may terminate this Agreement at any time without cause upon fifteen (15) days prior written
       notice to the other Party. Upon any termination or expiration thereof for any reason whatsoever,
       Recipient will immediately cease use of Confidential Information and will return to Discloser, within
       five (5) business days after its request, all materials in its possession or control which contain or
       reflect discloser’s Confidential Information, or otherwise destroy the materials. Recipient agrees
       that, notwithstanding any termination or expiration hereof, it will hold such Confidential Information in
       strict confidence and will not use or disclose same to anyone except as provided herein for a
       minimum of three (3) years after the effective date.

8.     Assignment. This Agreement is for the benefit of the Parties and is not assignable or transferable by
       either Party; any attempted assignment will be void and without effect, unless such assignment is
       agreed to in writing by both Parties.

9.     No Other Rights. Except as expressly herein provided, this Agreement shall not be construed as
       granting or confirming, either expressly or implied, any rights, licenses or relationships by the
       furnishing of Confidential Information pursuant to this Agreement.

10.    No Export. Neither Party will directly or indirectly exports or otherwise transmit any Confidential
       Information to any location outside of the United States of America and Canada without the written
       consent of the other Party.

11.    Headings. Section and/or paragraph headings used in this Agreement are for reference purposes
       only and will not be used in the interpretation of this Agreement.

12.    Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws
       of the State of Massachusetts and/or Province of Quebec without reference to conflict of laws
       principles. The Parties hereby agree that any dispute regarding the interpretation or validity of this
       Agreement will be subject to the jurisdiction of the Massachusetts State courts and/or the Province of
       Quebec, and the Parties agree to submit to the jurisdiction and venue of these courts.




FreeTEL System                                             _________________________________
Free Telecom
NET Telecoms
Cepap
Merely Go


Signature: ____________________________                    Signature: ________________________

Name: Phan Loc Nguyen                                      Name: ____________________________

Title: President and Chief Operation Officer               Title: _____________________________




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