NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made and entered into between Limited Company ____________________, a Russian company ("________"), and COMPANY NAME, a (country) company ("Company"), as of "___" _____________, 20___ ("Effective Date").

WHEREAS, ________________ and Company possess and may provide to each other certain confidential and proprietary information in connection with the discussion and evaluation of a potential business relationship relating to navigation and electronic chart cartography and databases and other technology and information ("Business Purpose").
WHEREAS, ___________________________ and Company desire that any such information provided shall be kept confidential by the other party; and
WHEREAS, In consideration of the foregoing, each party is willing to keep the other party's information confidential in accordance with the terms and conditions set forth in this Agreement.

THEREFORE, _________________ and Company hereby agree as follows:

1) Confidentiality.

(a) For purposes of this Agreement, "Confidential Information" shall include all information in written, oral, or any other form which relates to the products, services or technology of either party; administrative, financial, operational or other arrangements of either party; and which is marked or expressly stated as confidential at or prior to the time of disclosure.

(b) Each party agrees that it will not disclose, publish, or reveal Confidential Information received from the other party to any third party whatsoever, (other than the receiving party's parent company and affiliates) except with the specific prior written authorization of a duly authorized representative of the other party.

(c) Each party further agrees to use the same means it uses to protect its own confidential and proprietary information, but in any event not less than reasonable means, to prevent disclosure and to protect the confidentiality of Confidential Information received from the other party.

(d) Each party's use of Confidential Information received from the other party is hereby restricted and limited to the Business Purpose. Except as expressly allowed herein, each party further agrees not to disclose Confidential Information to anyone other than its own employees who have a need to know such Confidential Information in order to carry out the Business Purpose.

(e) Information which (i) is in or becomes part of the public domain through no act or omission of the receiving party, (ii) is rightfully obtained by the receiving party from a third party, (iii) is independently developed by the receiving party without use of the other party's Confidential Information, (iv) is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides the other party with notice of such requirement prior to any such disclosure; shall not constitute Confidential Information for the purposes of this Agreement. Each party may disclose Confidential Information of the other to the receiving party's parent company and affiliates, provided that employees receiving such Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein.

2) Return of Confidential Information. Upon completion of the Business Purpose or upon written request of the party disclosing the Confidential Information, whichever occurs earlier, the receiving party shall return the Confidential Information and all copies of the Confidential Information to the disclosing party or certify in writing that the Confidential Information and all copies of the Confidential Information have been destroyed.

3) Disclaimer and Limitation. To the maximum extent permitted by law, the liability of both parties shall be limited to direct damages only, thus excluding liability for any other damages such as indirect, special, incidental or consequential damages (including but not limited to lost profits, lost data, lost revenue, lost savings, lost business and loss of goodwill).

4) No Further Rights. Except as expressly set forth in this Agreement, nothing stated herein shall be construed to grant or confer any rights, title, or ownership, including but not limited to intellectual property rights, in or to any Confidential Information disclosed hereunder. The parties expressly agree that the provision of Confidential Information hereunder and discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar discussions with third parties or obligate either party to take, continue, or forego any action relating to the Business Purpose. Any estimates or forecasts provided to the other party shall not constitute commitments.

5) Term of Agreement.

a) This Agreement shall be effective as of the Effective Date and shall automatically terminate three (3) years from the Effective Date. The rights and obligations accruing prior to termination shall, however, survive the termination as specified in section (b) of this clause 5.

b) The receiving party's obligations hereunder with respect to each item of Information shall terminate five (5) years from the date of receipt thereof by the receiving party.

6) General Provisions.

a) This Agreement is construed in accordance with the Russian laws under the sole jurisdiction of the Russian Courts.

b) If any provision of this Agreement is held to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

c) Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

d) This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof, and supersedes any and all prior negotiations, understandings, and agreements between the parties relating thereto.

e) This Agreement may be modified only in writing signed by authorized representatives of the parties.

f) The waiver of any breach of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of this Agreement.

g) Any notices required by this Agreement shall be sent by registered mail to the applicable address set forth below.

COMPANY: 	Limited Company ________________________	
BY:	BY:	
PRINT NAME:	PRINT NAME:	
TITLE:	TITLE:	
DATE:	DATE:	
ADDRESS	ADDRESS: 	
TEL. No:	TEL. No: 	
FAX No:	FAX No: 	
E-mail:	E-mail: