FORM02 CONTRACTOR NON DISCLOSURE AGREEMENT

This Agreement is entered into this day (date above) by and between IT Expert Solutions, (hereinafter "Company") and individual who’s information is listed above (hereinafter "Contractor").

WHEREAS Client(s) of Company possess certain ideas and information that is confidential and proprietary to client(s) (hereinafter "Confidential Information"); and

WHEREAS the Company and its Contractor(s) are willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of providing IT support to client(s); and

WHEREAS Contractor understands that the Company aims to guarantee to client(s) that any and all Confidential Information received by Company or its Contractor(s) will remain confidential and proprietary to client(s);

NOW THEREFORE, in consideration for the mutual undertakings of the Company and the Contractor under this Agreement, the parties agree as follows:

1. Disclosure. Contractor agrees to receive the Confidential Information as is necessary in the course of performance of IT services.

2. Confidentiality.

2.1 No Use. Contractor agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.

2.2 No Disclosure. Contractor agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Company's agents, employees, or other contractors having a need for disclosure in connection with Company and Contractors’ authorized use of the Confidential Information.

2.3 Protection of Secrecy. Contractor agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Contractor shall have no obligation with respect to such information where the information:
(a) Was known to Contractor prior to receiving any of the Confidential Information from a client;
(b) Has become publicly known through no wrongful act of Contractor;
(c) Was received by Contractor without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
(d) Was independently developed by Contractor without use of the Confidential Information; or
(e) Was ordered to be publicly released by the requirement of a government agency.

4. Term and Termination. The obligations of this Agreement shall be continuing indefinitely until the Confidential Information disclosed to Contractor is no longer confidential, or until mutual written agreement by both Company and Contractor terminating the obligations of this Agreement.

5. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Company, its successors, and assigns; and (b) Contractor.

6. Breach. The parties understand that should a breach of this Agreement occur, Company may suffer substantial economic damages and losses to reputation, among other actual damages. Accordingly, breach of this Agreement by Contractor will constitute grounds for termination of the relationship between Company and Contractor. Furthermore, Company will retain the right to seek recovery of any actual damages incurred due to the breach made by Contractor.

7. Indemnification. To the extent allowed by applicable law, Contractor agrees to indemnify and hold harmless Company, and any of its affiliates or subsidiaries, and all of its directors or officers from any and all claims or liabilities, made by third parties or otherwise, to the extent that such claims or liabilities arise from the gross negligence or willful action or inaction of the Contractor.