MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is entered into on this day
[ ] of [ ],  (“Effective Date”)
By and between
J.C>Wireless Wave USA, Inc., a duly organized corporation and existing under the laws of the State of
Florida and having its principal place of business at 1440 Coral Ridge Drive Coral Springs Fl,33071 (hereinafter,
[ ], a Corporation duly organized and existing under the laws of the State of
[ ] and having its principal place of business at
[ ] represented by (hereinafter, “)
[ ] and JCWW are hereinafter, where necessary, also referred to, individually
as the “Party” and collectively as the “Parties”.
Whereas the Parties are entering into business discussions concerning the possibility of
[ ], (hereinafter referred to as the “Proposed Transactions”), and to this purpose
the Parties may necessitate the disclosure to each other of Confidential Information (as defined below)
concerning the business and affairs of each Party and, potentially, its Affiliates (as defined below);
Whereas the Parties wish to allow each other access to Confidential Information, and to this purpose agree to
treat in confidence and protect such Information in accordance with the terms and conditions set forth in this
Now therefore, in consideration of the above premises which form an integral and substantial part of the
present Agreement, the Parties agree as follows:
1.1. “Affiliate” of a Party shall mean any person or entity which directly or indirectly controls, is controlled by,
or under common control with such Party. Control shall mean, (i) in the case of a corporation or limited liability
company, the ownership of more than 50% of the shares and/or membership interest of such entity with voting
rights, or (ii) in all cases, the power, directly or indirectly, to direct the management of the controlled person or
entity, whether through the ownership of voting securities, by contract or otherwise;
1.2. “Confidential Information” shall mean all information that may reasonably be deemed of a proprietary
or confidential nature or trade secret, or which may otherwise be denominated in writing by the disclosing party
as “confidential”, that is obtained by one Party from the other Party or any of its Affiliates respecting or in
connection with the evaluation of, or negotiation between the Parties pertaining to, the Proposed Transactions.
Confidential Information will include, without limitation: financial, accounting, commercial, marketing, technical,
operational, staff, management and other non-public information; know-how, processes or any other matter
relating to the provision of data or voice communications services; information relating to the clients or
customers of the Disclosing Party (defined below) or any of its Affiliates; exchange rate code lists, rate lists,
traffic reports, or traffic forecast notes, analyses, compilations, studies, interpretations or memoranda, in each
case prepared by the Disclosing Party or any of its Affiliates. Information that falls within the scope of this
definition of “Confidential Information” will be deemed such: (i) whether or not it is information pertaining to
the Disclosing Party, or a client or customer thereof, so long as it is information pertaining to the Disclosing
Party, or any Affiliate, client or customer thereof; and (ii) even if it was provided to the Receiving Party prior to
this Agreement, provided that any disclosure of such information made prior to this Agreement and in good
faith, shall not constitute a breach hereof.
1.3 “Disclosing Party” shall mean the Party who discloses Confidential Information;
1.4. "Receiving Party" shall mean the Party who receives Confidential Information;
1.5. “Representative” means any director, officer, employee or legal or financial adviser of either Party or any
of its Affiliate.
The Receiving Party:
2.1 Will use Confidential Information solely for the purpose of evaluating and entering into (or rejecting) an
agreement between the Parties for the Proposed Transactions, and the performance of any such
2.2 Will not, without the prior written consent of the Disclosing Party, (i) disseminate, disclose, sell, lease, lend,
license, give, transfer, copy or otherwise distribute any Confidential Information to any third party, nor (ii)
copy, photograph, use or reproduce any Confidential Information in any manner whatsoever, in whole or in
part, except as expressly permitted by this Agreement;
2.3 Will use reasonable efforts to reveal the Confidential Information only to those of its Representatives who
need to know such information for the express purpose of evaluating and entering into (or rejecting) an
agreement between the Parties for the Proposed Transactions, and the performance of any such
2.4 Will inform each such Representative of the confidential nature of the information, and will obtain the
agreement of such Representatives to be bound by the terms and conditions of this Agreement;
2.5 Will treat Confidential Information as strictly confidential, and, at a minimum, will afford the Confidential
Information no lesser degree of care and protection as it uses with respect to its own confidential and
proprietary information of like importance;
2.6 Will notify the Disclosing Party immediately in writing when it becomes aware that any Confidential
Information has been disclosed to or is in the possession of any person who is not an authorised person;
2.7 Will not disclose to any person about the discussions concerning the Proposed Transactions and also the
status from time to time of such discussions;
2.8 Will not (without the prior written consent of the other Party) release any press statement or issue any
other announcement or publicity regarding the relations with the other Party concerning the Proposed
2.9 Will not (without the prior written consent of the other Party) disclose to any third party the existence of
the Proposed Transactions or discussions with the other Party, whether on a client list or otherwise.
3.1 The obligations set forth in Section 2, above, shall not apply to information which:
3.1.1 Was lawfully in the possession of the Receiving Party prior to receipt from the Disclosing Party; or
3.1.2 Is independently developed by the Receiving Party without access to any or all of the Confidential
3.1.3 Is or becomes a matter of public knowledge through no fault of the Receiving Party; or
3.1.4 Is rightfully obtained by the Receiving Party from a third party without any duty of confidentiality; or
3.1.5 Is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third
3.1.6 Is disclosed by the Receiving Party with the Disclosing Party’s prior written approval; or
3.1.7 Is legally obligated to be produced under order of a court or governmental authority of competent
jurisdiction, provided, however, that; in such case, however, the Receiving Party will provide prompt
notice thereof to the Disclosing Party so that it may seek, in its sole discretion, a protective order or
other appropriate remedy; and provided further that; in the event that such protective order or
other remedy is not obtained, or such other party waives compliance with the provisions hereof, the
Receiving Party legally compelled to disclose will furnish only that portion of the Confidential
Information that is legally required.
3.2 The obligations set forth in Clause 2 hereinabove shall not apply where the disclosure of the Confidential
Information is required by law, judicial court, recognized stock exchange, government department or
agency or other regulatory authority, provided that sufficient notice of any such requirement is given by the
Receiving Party to the Disclosing Party, if reasonably possible prior to any disclosure being made by the
4. TERM AND TERMINATION
4.1 This Agreement shall enter into force as of the Effective Date and expire upon the later to occur of, (a) one
(1) year from the date first set forth above, or (b) the expiration of the definitive agreement, if any, for the
Proposed Transaction, or any portion thereof, that is entered into within one (1) year of the date first set
4.2 Notwithstanding the expiration or termination, the obligations of confidentiality related to the Confidential
Information disclosed under this Agreement shall continue for a period of two (2) years from the
4.3 Upon request by the Disclosing Party at any time, and in all events upon the termination or expiration of
this Agreement, the Receiving Party will return to the Disclosing Party, without retaining any copies thereof,
all of the Confidential Information received by it, together with any and all reports, notes, studies, analyses,
opinions or other materials referring to the Confidential Information, whether prepared by the Receiving
Party or otherwise.
5. OTHER COVENANTS
5.1 Either Party shall have the right to refuse to accept any information under this Agreement, and nothing in
this Agreement shall obligate either Party to disclose to the other Party any particular information.
5.2 Neither Party shall have any obligation to enter into any further agreement with the other one.
5.3 Nothing in this Agreement shall preclude either Party from dealing with other third parties on identical or
similar subject matter covered in this Agreement.
5.4 Any Confidential Information disclosed shall remain the exclusive property of the Disclosing Party. It is
understood that no patent, copyright, trademark, or other proprietary right or license thereon is granted by this
Agreement to the Receiving Party. The disclosure of Confidential Information and materials which may
accompany the disclosure shall not result in any obligation to grant rights thereon.
5.5 Each Party acknowledges that the unauthorized disclosure or use of Confidential Information of the other
Party could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the
aggrieved Party will have the right to seek and obtain immediate injunctive relief from breaches of this
Agreement, in addition to any other rights or remedies it may have, including, without limitation, the rights to
terminate this Agreement and/or to seek monetary damages.
All notices required or contemplated to be sent hereunder will be deemed sufficient and delivered if in writing
one (1) business day after being sent by a nationally-recognized overnight courier with package tracking
capabilities, or five (5) business days after being sent postage prepaid by certified or registered mail, return
receipt requested. Notice that is delivered via facsimile or electronic mail is sufficient to meet the notice
requirement, provided it is: (i) confirmed as received by the other Party, or (ii) an original (hard copy) follows
it, as set forth above, in a timely manner. All notices should be sent to the following addresses and indicated
If to JCWW:
Attn: Mr. Art Sehter
1440 Coral Ridge Drive
Coral Springs FL, 33071
If to abbreviated company name:
Full Company Name:
7.1 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the
Parties with respect to its subject matter and replaces all previous agreements between, or understandings
between the Parties with respect to such subject matter. This Agreement cannot be modified or otherwise
revised except by subsequent agreement in writing between the Parties.
7.2 Severability. The invalidity or unenforceability of any part of this Agreement for any reason whatsoever
shall not affect the validity or enforceability of the remainder.
7.3 Waiver. Failure by either Party to enforce any right conferred by this Agreement shall not be deemed to be
a waiver of any such right nor operate so as to bar the exercise or enforcement thereof of any other right on
any later occasion.
7.4 Assignment. Neither Party shall assign or otherwise transfer any of its rights or obligations under this
Agreement to any third party without the other Party’s prior written consent.
7.5 No Warranty All Confidential Information is disclosed “as is”, and without any warranty, express, implied
or otherwise regarding its accuracy or completeness or performance. The Parties are independent contractors,
and no partnership, joint venture or other relationship is contemplated or created hereby.
7.6 Each Party represents and warrants that it has all necessary powers, right and authority to lawfully make
the disclosures which are the subject of this Agreement.
8. LAW AND JURISDICTION
8.1 This Agreement shall be governed and construed in accordance with the laws of the State of Florida,
without regard to principles of conflicts of laws.
8.2 Any dispute, conflict or claim arising out of or in any way related to this Agreement or its validity will be
resolved in the state or federal courts located in the County, City and State of Florida, and the Parties hereby
expressly consent to the jurisdiction of these courts.
When the authorized representative of either Party signs this Agreement, a copy, duplicate or facsimile of such
signed Agreement shall have the same force and effect as one bearing an original signature.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorised representative on the date specified herein below.
On behalf of: On behalf of:
( Your Company) J.C. Wireless Wave USA, Inc.
Date : Date :
Name: Art Sehter