Postal Address: P O Box 914, (Matlosana) Klerksdorp     Physical Address: No 8 Meteor Road, Uraniaville, (Matlosana) Klerksdorp 2570

Tel: +27 0 18 469 4440 Fax: +27 0 18 469 2424     E-mail:     Coordinates: Latitude: Longitude: 26°25'31.04"S 26°37'46.60"E

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Equipment specifications will be provided by completion of the Enquiry Form below:
Name of contact:
Name of company:
Position in company:
Tel:
Cell:
E-mail:
Type of material :	Diamond	Coal	Copper	Cobalt	Other
Comments:
Security Code:
Terms and Conditions	CONFIDENTIALITY, NON DISCLOSURE & NON-CIRCUMVENTION AGREEMENT Doc. Ref. No. WEBCA061-00 Page 1 to 7 Entered into and between BOND EQUIPMENT (PTY) LTD of 8 Meteor Road, Uraniaville, Matlosana (Klerksdorp) 2570 (hereinafter the “Receiving Party”) and CLIENT As stated in the enquiry reply form Ref. WEBERF062-00 together hereinafter referred to as “The Parties” The Parties hereby irrevocably confirm and guarantee to each other as follows: I The Parties are discussing and from time to time, following the Signature Date hereof, will have discussions in connection with potential arrangements for the provisioning of design and manufacturing lifting equipment , including, without limitation, the disclosure of certain Confidential Information and/or Trade Secrets relating to mining and engineering consultation, services or equipment (each such discussion is hereinafter referred to individually as a “Discussion”) II In order to protect the Parties’ substantial investment I their Confidential Information and Trade Secrets and to protect the goodwill associated with their customer, client and contractor relationships, the Parties have agreed to abide by the terms and conditions of this Agreement. III Certain transactions between the parties may require and result in the introduction of third parties by one of the parties to the other party. IV That the identity of the corporations, organizations, firms, companies or individuals and information as defined herein, are valuable and proprietary, whether that contact or information is known or unknown at the tie of this agreement. V This Agreement shall expire 12 (twelve) months from the signature date hereof notwithstanding the termination of this Agreement, each party agrees to treat such Confidential Information as confidential for a period of 3 (three) years from the date of receipt of same unless otherwise agreed to in writing by both parties. For and in consideration of the above premises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1.0 Definitions The following terms shall have the following meanings when used in this agreement: 1.1 “Confidential Information” shall mean the proprietary and confidential data or information of a Party, other than “Trade Secrets” (as defined below), which is of tangible or intangible value to that Party and is not public information or is not generally known or available to that Party’s competitors but is known only to that Party and those of its employees, independent contractors, consultants or agents to whom it must be confided in order to apply it to the uses intended, including, without limitation, information regarding that Party’s customers or prospective customers, marketing methods, business plans and/or rates gained by the other party as a result of the other Party’s participation in a Discussion, In addition, the definition of “Confidential Information” shall include those items specifically identified as “ Trade Secrets” in Section 1.3, if it is judicially determined that any such items are not trade secrets, as defined by applicable law, and such items otherwise meet the definition of “Confidential Information” as contained in this Section. a) Confidential Information shall not include information which: i) at the time of disclosure to Receiving Party is in the public domain through no act or omission of Receiving Party; ii) as shown by written records, is already known by Receiving Party; iii) is revealed to Receiving Party by a third party who does not thereby breach only obligation of confidentiality and who discloses such information in good faith; or iv) is independently developed by the Receiving Party without breach of this Non-disclosure Agreement. 1.2 “Entity” shall mean any person, partnership. joint venture, agency, governmental subdivision, association, firm, corporation or entity. 1.3 “Trade Secrets” shall mean that portion of Confidential Information which constitutes trade secrets, as defined by applicable law and including, without limitation, confidential and privileged contacts, leads, designs, processes, procedures, equipment, data, reports, product specifications, formulas, improvements, and knowledge of the existence of any existing or proposed contracts with third parties, whether copyrightable or not. 2.0 Consideration The consideration for the covenants and agreements of each Party contained in this Agreement shall be that Party’s right to participate in a Discussion, which the Parties acknowledge and agree shall constitute sufficient and adequate consideration. 3.0 Confidentiality, Non-disclosure and Ownership of Proprietary Property 3.1 Each Party hereby acknowledges it is in the best business interests of the other Party to insist on the strict confidentiality of any of its Trade Secrets and Confidential Information that may be disclosed as a result of a Discussion. 3.2 In recognition of the Parties’ need to protect their legitimate business interests, each Party hereby covenants and agrees that it shall regard and treat each item of information or data constituting a Trade Secret or Confidential Information of the other Party as strictly confidential and wholly owned by the other Party and that it will not, for any reason or in any manner, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, appropriate, or otherwise communicate any such item of information or data to any person or entity for any purpose other than strictly in accordance with the express terms of this Agreement or any other written agreement between Parties. With regard to each item of information or data constituting a Trade Secret, the covenant in the immediately preceding sentence shall apply at all times during a Discussion and for as long after the cessation of a Discussion as such item continues to constitute a trade secret under applicable law, and with regard to any Confidential Information, the covenant in the immediately preceding sentence shall apply at all times during a Discussion and for 3 (three) years after the termination of a Discussion. 3.3 Each Party shall exercise reasonable efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information known by, disclosed or made available to that party or that Party’s employees or personnel during a Discussion. Each Party shall immediately not notify the other Party of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by that Party or any other person of which that party becomes aware. Each Party shall assist the other Party, to the extent necessary, in the procurement or any protection of the other Party’s rights to or in any of the Trade Secrets or Confidential Information. 3.4 Upon termination of a Discussion, or anytime at the specific request of the other Party, or upon the execution of any agreement resulting from a Discussion containing provisions that expressly supersede the provisions of this Agreement, each Party shall return to the other Party all written or descriptive materials of any kind that contain or discuss any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until their expiration under the terms of this Agreement.. 4.0 Non-Circumvention 4.1 The parties agree that each of the undersigned, jointly and severally, their affiliates and assignees confirm that any corporation, division, subsidiary, employees, agents or consultants, or assignees thereof will make any contact with, deal with or otherwise involve in any transaction, between the parties defined herein, without written permission of the introductory party. 4.2 By signature below and execution of this agreement, each of the undersigned, jointly and severally, their affiliates and assignees confirm that any corporation, organization, firm, company or individual of which the undersigned is a party to, employee of, member of, or otherwise which would benefit financially from an association, is bound by this agreement. 4.3 The undersigned hereby confirm that the identities of the corporations, individuals, buyers or sellers are currently the property of the introductory party and shall remain so for the duration of this agreement. In the event that any party fails to honour the obligations under this Agreement, the parties hereto consent, stipulate, and agree, that in the event a dispute arises as to the terms and / or enforcement of this agreement, the courts of the Republic of South Africa shall have jurisdiction over the subject matter as well as against a specific individual (in personam), against or about an object (in rem), and in quasi rem-jurisdiction over the parties. In the event of a suit involving the terms or subject matter of this agreement, the prevailing party shall be entitled to its cost and reasonable attorney’s fees incurred in enforcing this agreement. In the event notices are required to be served to any of the undersigned parties, the address below shall prevail. 4.4 The undersigned hereby agrees to keep completely confidential the names of any corporations, individuals or group of individuals, buyers, or sellers, introduced by any of the parties or their affiliates. Such identity shall remain confidential during the applicable transactions and during the duration of the agreement, and shall include without limitation any telephone or telefax numbers, addresses, or email addresses, such information is considered the property of the party, and the undersigned hereby agree, jointly and severally, to discuss same among the parties for determination as to what shall be discussed and what procedures to use. 5.0 Remedies: Damages, Injunctions and Specific Performance The Parties expressly understand and agree that the covenants and agreements to be rendered and performed by the Parties pursuant to Section 3 are special, unique, and of an extraordinary character, and in the event of any default, breach by either Party of Section 3, the other Party shall be entitled to such relief as may be available to it pursuant hereto, at law or in equity, including, without limiting the generality of the foregoing, any proceedings to (i) obtain direct damages for any breach of this Agreement; (ii) order the specific performance thereof; or (iii) enjoin the breach of such provisions. This Agreement shall be governed by the laws of the Republic of South Africa without regard to its choice of law principles. 6.0 Liability In no event shall either party be liable to the other for any indirect, consequential, exemplary, special, incidental or punitive damages, or for any lost profits of any kind or nature whatsoever, even if foreseeable, arising out of or resulting from any prohibited use or disclosure of confidential information or other breach hereunder, even if the party has been advised, knew or should have known of the possibility of such damages. No party shall be in violation of this agreement when the violation of this agreement is caused by force majeure, including limitation, Acts of God, civil war disturbances, theft, or contract or contracts without the intervention or assistance of the party. This agreement establishes a relationship with the others. This is the entire agreement between the parties and there are no other terms or obligations of any kind whatsoever. Any agreement hereafter made shall in ineffective to change, modify, discharge or effect an abandonment of this agreement in whole or in part unless such agreement is in writing and is signed by the parties whose signatures appear herein below. 7.0 Binding Effect and Assignability All of the undersigned obligations contained in this agreement are mutual and reciprocal. This Agreement shall be binding on the parties, their subsidiaries, agents, brokers, divisions, associates, employees, heirs, affiliated companies, assigns or designees. The rights and obligations of each Party under this Agreement shall insure to the benefit of and shall be binding upon any subsidiary, affiliate, successor or permitted assign of or to the business of such Party, to the extent provided below. Neither this Agreement nor any rights or obligations of either Party under this Agreement shall be transferable or assignable by that Party without the prior written consent of the other Party, and any attempted transfer or assignment of this Agreement by either Party not in accordance herewith shall be null and void. Notwithstanding the foregoing, Company may assign this Agreement immediately, without the prior written consent of the other Party (i) to any entity that controls, is controlled by, or is in common control with Company (ii) to any successor in interest to Company or (iii) if necessary to satisfy the rules, regulations and/or orders of any national, provincial or local governmental agency or body. 8.0 Severability All sections and subsections of this Agreement are severable, and the unenforceability or invalidity of any of the sections or subsections of this Agreement shall not affect the validity or enforceability of the remaining sections or subsections of this Agreement, but such remaining sections or sub- sections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties. 9.0 Waiver The waiver by either Party of a default or breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision of that Party. No waiver or modification of this Agreement or of any covenant condition, or limitation contained in this Agreement shall be valid unless in writing and duly executed by the Party or Parties to be charged therewith. 10.0 Miscellaneous This Agreement contains the complete agreement concerning the arrangement between the Parties regarding its subject matter, as of the signature date hereof, and supersedes all other similar agreements or understandings between the parties, whether oral or written, consistent or inconsistent, with this Agreement. This Agreement may not be amended by the Parties except by a writing executed by both Parties. Any Exhibit to this Agreement is to be deemed a part of this Agreement and the contents of any such Exhibit are hereby incorporated by this reference into this Agreement. 11.0 Representatives The Receiving Party shall be entitled to disclose the Confidential Information and Trade Secrets, to its employees, officers, directors, agents, advisors, lawyers and affiliates who have a clear need to know in order to accomplish the business objectives subscribed to by the Parties provided that the Representatives will adhere to the terms and conditions of this Agreement. 12.0 Obligations of Confidentiality and Non-use In consideration of the disclosure of the Confidential Information, the Receiving Party agrees that the Confidential Information and Trade Secrets shall be kept strictly confidential and shall be used exclusively for the objective as agree upon by the Parties. The Receiving Party agrees that the Confidential Information and Trade Secrets shall not be used or exploit for the Receiving Party’s own benefit or for any other purpose, or allow any other person to do so without the Disclosing Party’s prior written consent, except as set out hereinafter. The Receiving Party may disclose the Confidential Information and Trade Secrets without the Disclosing Party’s prior written consent only to the extent that such information: i) Is required to be disclosed under any applicable law, court order or direction or governmental or regulatory authority regulation, rule or requirement provided that the Receiving Party shall (if lawful and practicable) give written notice to the Disclosing Party prior to such disclosure as set out below:; or ii) Is required to be disclosed by the rules and regulations of any recognized stock exchange upon which the Receiving Party’s stock (or that of any of its Representatives) is quoted. 13.0 Copies The Parties shall procure that its Representatives shall only make such copies of any Confidential Information as are reasonably necessary for the business objectives and shall take reasonable steps to ensure that any such copies and the originals are protected against theft or unauthorized access. 14.0 Property The Trade Secrets shall remain the property of the respective Disclosing Party and the Disclosing Party may demand the return and/or destruction and/or erasure of it upon giving written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall forthwith return all of the Confidential Information and all copies in its possession or control to the Disclosing Party, and/or upon the instruction of the Disclosing Party shall destroy and/or erase or procure the destruction/ erasure of all electronic versions or copies of the Confidential Information in its possession or control and will not retain and will procure that none of its Representatives retain any copies, extracts or other reproductions, in whole or in part, of the Confidential Information. The return and/or destruction and/or erasure of Confidential Information shall be confirmed by a registered director of the Receiving Party to the Disclosing Party in writing. 15.0 No Representations and Warranties The Confidential Information and Trade Secrets does not purport to be all inclusive and the Disclosing Party makes no representations or warranties, express or implied, as to the quality, accuracy, reliability or completeness of the Trade Secrets and the Receiving Party expressly acknowledges the inherent risk of error in the use of the Confidential Information. None of the Disclosing Party or any of its officers, directors, employees, professional advisers, consultants and/or agents shall have any duty of care, responsibility or liability whatsoever (save in respect of any fraud or deceit by it) to the Receiving Party or any other person with respect to the use or reliance by the Receiving Party or any other person upon the Confidential Information. In witness of which, the parties have caused this Agreement to be executed by their duly authorized representatives on the dates first written below.
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