Initial Agreement: Collaboration

EACH DIRECTOR or sole-trader should print TWO COPIES and complete in full in BLOCK CAPITALS. Sign and return to Robin Whelan, Company Secretary, Contented Ltd, c/o 33b Government Row, Enfield EN3 6JN. We will counter-sign both and return one to your indicated address.

Between

Contented Ltd, whose registered address is 33b Government Row, Enfield EN3 6JN, company no. 3949963

and

____________________________________________________ , whose registered address is

___________________________________________________________________________ ,

company no. / trading as ____________________________________ (BLOCK CAPITALS PLEASE)

email _______________________________________________________________________

NOTE: THIS EMAIL ADDRESS WILL BE USED BY CONTENTED TO COMMUNICATE CRITICAL INFORMATION AND IT WILL BE THE RESPONSIBILITY OF THE SIGNATORY TO KEEP THIS UPDATED ON THE CONTENTED INTRANET

This Agreement shall be deemed to have been made with all members of Contented Ltd who have signed a similar document and lodged an original counter-signed copy with the Company Secretary.

On the understanding that all parties are interested in working together to develop business opportunities arising from each party's contacts and intellectual property it is agreed that all information, whether oral, written or otherwise, that is supplied in the course of, or as a result of, joint work and meetings shall be treated as confidential by the receiving party and stored in accordance with the Data Protection Act 1998,

and that all parties shall contribute to a central fund for any business earned between them or through introductions to other signatories' contacts. This fund shall be managed by a governing body elected by the signatories.

Specifically

1. The receiving party undertakes not to use the information for any purpose, other than the said collaboration, without obtaining written agreement of the disclosing party.

2. This Agreement applies to technical, commercial or any other type of information communicated by either party.

3. This Agreement does not apply to any information in the public domain or which the receiving party can show was either already lawfully in their possession prior to its disclosure by the other party or acquired without the involvement, either directly or indirectly, of the disclosing party.

4. Either party to this Agreement shall on request from the other return any documents or items connected with the disclosure and shall not retain any copies or likenesses.

5. This Agreement or the supply of information referred to in paragraph 1, does not create any licence, title or interest in respect of any Intellectual Property Rights of the disclosing party. A separate Licensing Agreement may be entered into for this purpose and signed copies lodged with the Company Secretary and governing body.

6. All parties agree to negotiate and pay into a central fund an introduction fee for any business earnings resulting from collaboration with other signatories or their introductions. This fund shall be managed by a governing body elected by the signatories.

7. This Agreement and its obligations are valid for 5 years from the date of signing.

8. The UK courts are the only valid jurisdiction for this agreement but all parties agree to work with an independent mediator (payment to be split between us) before starting any legal action.

Signed

For Contented Ltd

______________________________, 2008

(INSERT DATE)

Gerard Davies, Director

Robin Whelan, Company Secretary

(SIGNATORY DELETES AS APPLICABLE)

Signed

For _______________________________________ ,

(INSERT ORGANISATION / TRADING AS)

___________________________________, 2008

(INSERT DATE)

_________________________ , _____________

(INSERT NAME & POSITION)