Non-Disclosure Agreement | Project Documentation

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT
is made on

January 6, 2017

BETWEEN

1. Sharers Inc, (the “Disclosing Party”); and

2. Carers Inc, (the “Receiving Party”),

collectively referred to as the “Parties”.

RECITALS

A. The Receiving Party understands that the Disclosing Party has disclosed
or may disclose information relating to Formula for Eternal Life Report, which to the extent
previously, presently, or subsequently disclosed to the Receiving Party is
hereinafter referred to as “Proprietary Information” of the Disclosing
Party.

OPERATIVE PROVISIONS

1. In consideration of the disclosure of Proprietary Information by the
Disclosing Party, the Receiving Party hereby agrees: (i) to hold the
Proprietary Information in strict confidence and to take all reasonable
precautions to protect such Proprietary Information (including, without
limitation, all precautions the Receiving Party employs with respect to its
own confidential materials), (ii) not to disclose any such Proprietary
Information or any information derived therefrom to any third person, (iii)
not to make any use whatsoever at any time of such Proprietary Information
except to evaluate internally its relationship with the Disclosing Party,
and (iv) not to copy or reverse engineer any such Proprietary Information.
The Receiving Party shall procure that its employees, agents and
sub-contractors to whom Proprietary Information is disclosed or who have
access to Proprietary Information sign a nondisclosure or similar agreement
in content substantially similar to this Agreement

2. Without granting any right or license, the Disclosing Party agrees that
the foregoing shall not apply with respect to any information after five
years following the disclosure thereof or any information that the
Receiving Party can document (i) is or becomes (through no improper action
or inaction by the Receiving Party or any affiliate, agent, consultant or
employee) generally available to the public, or (ii) was in its possession
or known by it prior to receipt from the Disclosing Party as evidenced in
writing, except to the extent that such information was unlawfully
appropriated, or (iii) was rightfully disclosed to it by a third party, or
(iv) was independently developed without use of any Proprietary Information
of the Disclosing Party. The Receiving Party may make disclosures required
by law or court order provided the Receiving Party uses diligent reasonable
efforts to limit disclosure and has allowed the Disclosing Party to seek a
protective order.

3. Immediately upon the written request by the Disclosing Party at any
time, the Receiving Party will return to the Disclosing Party all
Proprietary Information and all documents or media containing any such
Proprietary Information and any and all copies or extracts thereof, save
that where such Proprietary Information is a form incapable of return or
has been copied or transcribed into another document, it shall be destroyed
or erased, as appropriate.

4. The Receiving Party understands that nothing herein (i) requires the
disclosure of any Proprietary Information or (ii) requires the Disclosing
Party to proceed with any transaction or relationship.

5. The Receiving Party further acknowledges and agrees that no
representation or warranty, express or implied, is or will be made, and no
responsibility or liability is or will be accepted by the Disclosing Party,
or by any of its respective directors, officers, employees, agents or
advisers, as to, or in relation to, the accuracy of completeness of any
Proprietary Information made available to the Receiving Party or its
advisers; it is responsible for making its own evaluation of such
Proprietary Information.

6. The failure of either party to enforce its rights under this Agreement
at any time for any period shall not be construed as a waiver of such
rights. If any part, term or provision of this Agreement is held to be
illegal or unenforceable neither the validity, nor enforceability of the
remainder of this Agreement shall be affected. Neither Party shall assign
or transfer all or any part of its rights under this Agreement without the
consent of the other Party. This Agreement may not be amended for any other
reason without the prior written agreement of both Parties. This Agreement
constitutes the entire understanding between the Parties relating to the
subject matter hereof unless any representation or warranty made about this
Agreement was made fraudulently and, save as may be expressly referred to
or referenced herein, supersedes all prior representations, writings,
negotiations or understandings with respect hereto.

7. This Agreement shall be governed by the laws of the jurisdiction in
which the Disclosing Party is located (or if the Disclosing Party is based
in more than one country, the country in which its headquarters are
located) (the “Territory”) and the parties agree to submit disputes arising
out of or in connection with this Agreement to the non-exclusive of the
courts in the Territory.

Sharers Inc

Carers Inc

Signed:

___________________________________________________

Signed:

___________________________________________________

Name:

___________________________________________________

Name:

___________________________________________________

Title:

___________________________________________________