This Agreement is made on [insert day and month] 20[insert year]

Parties

1. 1

   [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose Registered office is at [insert address] (Party A); and

1. 2

   [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Party B),

   each of Party A and Party B being a Party and together Party A and Party B are the Parties.

Recitals

1. 1. (A)

      The Parties propose to enter into negotiations concerning a proposed joint venture to [insert purpose of joint venture] (the Joint Venture).

   1. (B)

      In order to explore, discuss, evaluate and negotiate the proposed Joint Venture (the Purpose), the Parties will be mutually disclosing Information to each other.

The parties agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         In this Agreement, unless otherwise provided:

         Authorised Person

         1. •

            means any employee, director, consultant, agent, representative, legal adviser and financial adviser of either Party and any other firm, individual or company engaged in providing services directly to that Party [and OR or] who has