This Nondisclosure Agreement (hereinafter the "NDA") is made and entered into as of #DATE# by and between Eagle Dynamics SA, incorporated in Switzerland with registered number CH-660.2.221.000-8, whose registered office is Route de la Glâne 107, Villars-sur-Glâne, 1752, Switzerland in association with The Fighter Collection Ltd of Imperial War Museum, Duxford Airfield, Cambridge, CB22 4QR, England, UK and in association with Studio Eagle Dynamics Ltd, Programmistov Str. 4-4-87, Dubna, Moscow Region, 141983, Russia (hereinafter "TFC/EDSA/ED"), and #NAME# #SECOND_NAME# #LAST_NAME# with residence at #ADDRESS#, #STATE#, #ZIP#, #CITY#, #COUNTRY# (hereinafter "the Receiving Party"), relating to the disclosure of confidential information and materials.

TFC/EDSA/ED and THE RECEIVING PARTY being hereinafter jointly referred to as the "Parties".

WHEREAS, TFC/EDSA/ED wishes to disclose to the Receiving Party and the Receiving Party whishes to receive from TFC/EDSA/ED, from time to time, certain information and ideas considered to be confidential regarding the TFC/EDSA/ED's current and future technology and projects relative to the copyrighted concept and game entitled "DCS" for the specific purpose of testing the beta version of the said game (hereinafter "the Purpose").

THEREFORE, in consideration of the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto mutually agree as follows:

1. Definition of the Confidential Information. "Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by TFC/EDSA/ED, including but not limited to any information, technical data or know-how relating to discoveries, ideas, inventions, concepts, business plans, new products, contracts, proposals, documents, mechanical and electronic design drawings, logos, title, design, script, schedule, language, report, analysis, process data, program, source codes, object codes, research, prototype, survey, new technologies, trade secret, production plans, publicity plans, specifications, test procedures, schematics, writings, materials, methods, operations, procedures, marketing techniques, marketing plans, strategies, financial information, financial statements, customer names and other business data and other information (hereinafter collectively referred to as the "Confidential Information"), which is disclosed by TFC/EDSA/ED or by its Affiliates on its behalf whether before, on or after the date hereof, directly or indirectly, in writing, orally or visually to the Receiving Party or any of its employees or directors.

2. Exceptions to non-disclosure. The obligations imposed upon the Receiving Party herein shall not apply to Confidential Information which is (i) or becomes generally available to the public through no wrongful act of the Receiving Party; (ii) independently developed by the Receiving Party; (iii) received lawfully from a third party without restriction and without breach of this NDA; (iv) required by any judicial or governmental request, requirement or order, provided that the Receiving Party will take reasonable steps to give TFC/EDSA/ED sufficient prior notice in order to contest such request, requirement or order. In any such event, the Receiving Party will disclose only such Confidential Information as is legally required and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed. The Receiving Party shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials.

3. Consequences of disclosure. The Receiving Party understands and acknowledges that Confidential Information had been developed or obtained by TFC/EDSA/ED by the investment of significant time, effort and expense. The Receiving Party recognizes that the unauthorized use or disclosure of any Confidential Information disclosed by TFC/EDSA/ED would cause irreparable injury to TFC/EDSA/ED. The Receiving Party agrees that, in addition to other available legal or equitable remedies and damages, TFC/EDSA/ED shall be entitled to a temporary injunction to restrain threatened or actual violation hereof by the Receiving Party, its agents, servants, employers, employees, and all other persons acting thereof.

The Receiving Party shall notify TFC/EDSA/ED, by written notice, immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this NDA and will cooperate with TFC/EDSA/ED in every reasonable way to help TFC/EDSA/ED to regain possession of the Confidential Information to prevent its further unauthorized use.

4. Term. Notwithstanding the cessation of discussions, or the successful completion of the relationship, Confidential Information shall not be disclosed by the Receiving Party to any third parties for a period of 2 (two) years from the date of mutual execution of the NDA.

5. Access to Confidential Information. Release, access to and/or use of disclosed Confidential Information shall be restricted to those employees, directors and attorneys of the Receiving Party who have a need to know the Confidential Information with respect to the Purpose. The Receiving Party shall cause all its employees, directors and attorneys to be bound by and to comply with all of the terms and conditions of this NDA. The Receiving Party shall not disclose the Confidential Information to any Affiliates or any third party without the prior written consent of TFC/EDSA/ED.
For the purpose of this NDA "Affiliates" shall mean any of the Parties' affiliated, related and/or parents, subsidiary entities and their respective employees and directors.

6. Use of Confidential Information. The Receiving Party shall use the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own confidential information, and in all events at least a reasonable degree of care. Except as otherwise expressly provided in this NDA, the Receiving Party shall not (i) use, copy or disclose, or authorize or permit the use, copy or disclosure of any Confidential Information in whole or in part in any manner or to any person, firm, enterprise, organization, corporation or entity (ii) alter, modify, disassemble, reverse engineer or decompile any of the Confidential Information without the prior written consent of TFC/EDSA/ED ; (iii) use any Confidential Information obtained from the Disclosing Party to its competitive advantage.. All Confidential Information furnished by TFC/EDSA/ED to the Receiving Party shall be used solely in connection with the Purpose. All Confidential Information made available hereunder, including all copies, notes, summaries, and abstracts thereof, shall be returned to TFC/EDSA/ED.

7. Property. All rights in and title to the Confidential Information supplied by TFC/EDSA/ED is and shall remain its exclusive ownership. Neither the execution and delivery of this NDA, nor the furnishing of any Confidential Information by TFC/EDSA/ED shall be construed as granting to the Receiving Party, either expressly, by implication, estoppel or otherwise, any license to use or exploit any Confidential Information.

8. Return of the Confidential Information. Immediately upon request of TFC/EDSA/ED, the Receiving Party shall return to TFC/EDSA/EDall Confidential Information made available hereunder, including all documents and other materials embodying Confidential Information and any and all copies thereof and shall furthermore and without delay permanently delete all Confidential Information from any computer medium whatsoever with which such material was being viewed, tested or stored.

9. Confidentiality of the relationship. The Parties shall not make any public statement or comment on the existence or provisions of this NDA, or the existence or content of a relationship between the Parties, without the prior written consent of the other party.

10. Limitations. No furnishing of Confidential Information and no obligation hereunder shall be construed to obligate TFC/EDSA/ED to (i) enter into any further agreement or negotiation with the Receiving Party or; (ii) make any further disclosure to the Receiving Party; (iii) refrain from entering into any negotiation or agreement with any third party regarding a similar purpose; or (iv) refrain from pursuing its business in whatever manner it elects even if this involves competing with the Receiving Party.

11. General Provisions

11.1 This NDA constitutes the entire agreement between the Parties with respect to the subject matter of this NDA and supersedes any and all prior or contemporaneous oral or written representations relating thereto.

11.2 Any notices required by this NDA shall be in writing and shall be given by hand or sent by first class mail to the applicable address noted in the initial paragraph.

11.3 If any term or provision of this NDA shall be held illegal or unenforceable, it is to that extent omitted and the validity or enforceability of the remainder of this NDA shall not be affected.

11.4 This NDA shall not be assigned by either Party, except upon prior written consent of the other Party.

11.5 It is agreed and understood that either Party is not the agent or representative of the other Party and has no authority or power to bind or contract in the name of or to create any liability against the other Party in any way or for any purpose. Nothing contained herein shall be construed to create a partnership or joint venture between the Parties.

11.6 The validity of this NDA and any of its terms and provisions, as well as the rights and duties of the Parties hereunder, shall be governed, interpreted and enforced in accordance with the laws of the Russian Federation. The courts of Moscow shall have exclusive jurisdiction to hear and determine any claims, disputes, actions, or suits, which may arise under or out of this NDA. The Parties agree and voluntarily consent to the personal jurisdiction and venue of such courts for such purposes.