NON-DISCLOSURE AND NON-CIRCUMVENTION AND TRADE SECRET AGREEMENT

Entered into by and between Merops Enterprises as represented by Mr. Tapiwa Mugadza (Herein referred to as the project proposers) And ............................................. As represented by Mr./Mrs./Miss.................................................... (Herein referred to as the potential investors/ partners)
This agreement entered between the inventors defined above and the developers also defined above, is to enable the development of a working prototype of E-que. The developers,.are going to be a programming partner while the inventors above being the originators and the sole owners of the system. The developers shall not by any means use, sell or give to a third party all or any part of E-que without the inventors/ originators written agreement. Such an act shall be considered to be a breach of agreement and shall be handled in the normal international judicial system.

1. Ownership

Both parties (inventors and developers) acknowledge and agree that the software system herein referred to as E-que (electronic mobile queuing system) belongs to the three (3)inventors (Mr. Tapiwa Mugadza passport number BN052706, Mr. Tapiwa Shoko passport number... and Mr. Lazarus Habane identity number... .) Payment for the services of the developers shall be done as shares which are going to be agreed by both parties in a separate written agreement.
2.

BINDING AGREEMENT - This agreement is a binding full resource commercial agreement and the Parties hereto agree that any court of competent jurisdiction upon the Parties shall recognize it hereto. All sections shall conform to the International Chambers of Commerce (ICC) Rules and Regulations in Gaborone, Botswana, latest edition.

3. CONTRAVENTION

- Any contravention by any party to this

agreement or any damage caused by one party to the other due to an act or deed contrary to the terms of this agreement shall result in the party at fault having to pay a penalty commensurate to the damage caused to the damaged party. Such contract penalty shall be paid to the damaged party within 30 days from the date the damage was caused and written damage has been served to the damage causing party.
4. ARBITRATION

- In the event of disputes, concerning any aspects of

the agreement, including breach of claim, breach thereof with resulting damages to the other (another) Party, remedy shall first be sought by communication between the Parties. If communication fails, the Party (ies) agrees to have the matter arbitrated under the rules and laws of the appropriate court of competent jurisdiction and arbitration promulgated by the ICC arbitrator appointed in accordance with the said rules. The arbitration and conciliation shall be carried out in the English language. Arbitration shall be binding on all Parties and any decision rendered in Arbitration may be entered as a judgment in any court of competent jurisdiction.
5.

ENTIRE AGREEMENT - This agreement revokes, discharges, and supersedes all prior representation including warranties or agreements, written or oral, between the Parties concerning the subject matter of these agreements, except as specifically set forth herein. INDEPENDENT REVIEW - The Party (ies) hereto acknowledges and agrees that each has been given the opportunity to independently review this legal agreement with legal counsel and / or has the requisite experience and sophistication to understand, interpret, and agree to the provision detailed herein. HEADINGS - Paragraph headings have been inserted into this agreement as a matter of convenience only. Such headings are not part of this agreement and shall not be used in the interpretation of this agreement.

6.

7.

8. INDEMNIFICATION

- Each Party (ies), hereto, acknowledges that

each possesses other interest and business and that this association is a non-exclusive or hereafter as otherwise agreed to by the Parties, in writing.

9. LEGALITY

- This agreement shall be binding on and guarantee the

benefit of the Parties hereto, their heirs, administrators, companies, attorneys and assigns. Thus done at .and agreed on the ..day of.2009.

Signature: .. (Inventor 1) Name: Mr. Tapiwa Mugadza Passport/ I.D No: BN052706 Address: Plot 14950/46 Sethlare Estate Gaborone West Phase1 Botswana Telephone: 74092214 E-mail: tapywa@yahoo.co.uk

Signature :..........................................................(Inventor 2).

Name : Mr. Lazarus Habana Identity number (Omang): 981918004 Telephone : 72960104 Address : Box 482 Mogoditshane Botswana E-mail : Habanal@yahoo.com

Signature :...............................................................(Inventor 3) Name : Mr. Tapiwa Shoko Passport number : Address : Telephone : Fax : E-mail :

Signature :( Developer/ programmer) Name: Mr. Thomas.. (Duly authorised) Passport number: Company: . Address: Telephone:. Fax:. Email:

Witness Signature:. Name:.. Address: .. Passport/ Identity number: Telephone:. Fax:.. E-mail:..

END