NONDISCLOSURE AGREEMENT

This NONDISCLOSURE AGREEMENT (the "Agreement") is entered into as of _____________, 20__ (the
"Effective Date") by __________. (“Company”) and ___________________ (“Recipient”, and together with the
Company, the “Parties”).
WHEREAS, Company owns, possesses or has developed certain technical and business information related
to certain plans, products and services and Company desire to disclose to Recipient certain Confidential Information
(as defined below) in connection with the evaluation and possible collaboration or other business relationship between
the Parties (the “Purpose”).
NOW, THEREFORE, the Parties hereby agree as follows:

1. Definitions.
"Confidential Information" shall mean any information and data of a proprietary or confidential nature, whether in
oral, written, graphic, machine-readable form, or in any other form, including, without limitation, technology, trade
secrets, patents, patent applications, copyrights, ideas, improvements and inventions (whether patentable or not) and
other works of authorship, formulas, computer programs, databases, developments, technical drawings, designs,
algorithms, circuits, layouts, materials, schematics, forecasts, products (actual or planned), marketing, sales,
strategies, prices, customers, suppliers, operating, names and expertise of employees and consultants, performance,
costs, know-how, research, technique and process information, records and results, any other proprietary and/or
confidential business, financial, technical, and all record bearing media containing or disclosing such information and
techniques.
The confidentiality obligations of this Agreement shall not apply to any information which (as can be shown by
written evidence (a) is already in the public domain through no breach of this Agreement; (b) lawfully in Recipient's
possession prior to receipt from Company without any confidentiality obligations, as evident by Recipient written
records; (c) is received by Recipient independently and without any confidentiality obligations, from a third party free
to lawfully disclose such information to Recipient; (d) the recipient can establish, by its written records, was
independently developed by Recipient without use of, or reference to the Confidential Information.

2. Restrictions. All Confidential Information delivered pursuant to this Agreement shall (a) not be copied,
distributed or disseminated in any way or form by Recipient without the prior written consent of Company; (b) shall
be maintained in confidence and shall be protected and treated with the same degree of care as Recipient uses to
protect its own confidential information of like importance, but no less than reasonable degree of care, (c) may only be
disclosed to those employees, contractors and officers of Recipient who have a need to know, and only to the extent
required for the Purpose, provided such employees, contractors, and officers have executed a confidentiality
agreement with Recipient or is otherwise subject to a duty of confidentiality which would cover the Confidential
Information and Recipient warrants that such employees, contractors and officers will be advised of the obligations to
keep the information confidential as provided herein, shall remain liable and responsible at all times for any and all
acts and omissions of its employees and/or service providers in respect to the Confidential Information; (d) shall be
used by Recipient only for the Purpose; and (e) shall remain the sole and exclusive property of Company. Without
derogating from the generality of the above, in no event shall the Receiving Party, directly or indirectly, reverse
engineer, de-compile or disassemble, Confidential Information, or allow any of the above.

3. Duration of Confidentiality Obligations. Recipient's obligations hereunder with respect to each item of
Confidential Information shall expire ten (10) years from the date of receipt by Recipient and shall so survive any
expiration or termination of this Agreement, for any reason, provided that Recipient shall not disclose Company's
trade secrets until they cease to be considered trade secrets under applicable law.

4. Term. This Agreement shall be effective as of the Effective Date and may be terminated for any reason, with
respect to further disclosures, upon thirty (30) days prior written notice. This Agreement shall terminate five (5) years
following the Effective Date, however shall be automatically extended for such period of time during which the
Recipient continues to provide translation services to the Company and shall automatically termination upon the
completion thereof; provided, however, that the confidentiality obligations hereunder shall survive the termination as
set forth in Section 3 above. Upon request of Company, all Confidential Information furnished to Recipient hereunder
shall be, at the discretion of Company, returned to Company (along with all copies thereof, if any), within thirty (30)
days following receipt by Recipient of a written request from Company that sets forth the Confidential Information to
be returned, or destroyed if so requested at the sole discretion of Company, and Recipient shall provide written
certification of compliance with this provision.
5. Disclaimers; No Grant of Rights. It is understood and agreed that no warranties of any kind are given by
Company with respect to Confidential Information provided hereunder except that Company warrants it has the right
to make the disclosure. Recipient also understand that no rights or license of any kind are granted by this Agreement
under any patent, copyright, trademark or other intellectual property right. It is understood and agreed that
Confidential Information is provided "AS IS".

6. Injunctive Relief. Since a breach Recipient of any of the promises or agreements contained herein may result
in irreparable and continuing damage to Company for which there may be no adequate remedy at law, Company shall
be, entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper
(including monetary damages if appropriate). Furthermore, nothing herein shall be construed as an obligation of either
Party to enter into any future agreement with the other Party.

7. Miscellaneous. This Agreement represents the entire understanding and agreement of the Parties and
supersedes all prior communications, agreements and understandings relating to the subject matter hereof. The
Recipient shall not assign this Agreement to any third party by the Recipient, without the prior written consent of the
Company. This Agreement shall be governed by and construed in accordance with the laws of the state of Israel. The
competent courts of Tel Aviv, Israel shall have exclusive jurisdiction to hear all disputes arising in connection with
this Agreement. Neither Party will advertise or publish any information related to this Agreement without the prior
written consent of the other Party. In the event any provision of this Agreement shall be determined to be
unenforceable, because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the
remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced
as if the Agreement did not contain the particular provision(s) held to be unenforceable.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have signed and executed this
Nondisclosure Agreement on the date first mentioned above.

[Recipient] [Company]

By: _______________________ By: _______________________