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Jamaica Bearings Non-disclosure Agreement

For the purpose of inducing Jamaica to furnish the 'WEB ACCESS PASSWORD' , and in consideration of furnishing same, the Receiving Party agrees to the following:

(i) be used solely for the purpose of conducting the Proposed Transaction, and not for any other purpose whatsoever; and
(ii) be held in trust and confidence and shall be kept confidential by the Receiving Party and the Receiving Party agrees not to reveal, report, publish, disclose or transfer 'WEB ACCESS PASSWORD' to any third party, except that the Receiving Party may disclose the 'WEB ACCESS PASSWORD', or portions thereof (1) as required by law or any stock exchange regulation; or (2) to those of the Receiving Party's employees who need to know such information for the purpose of conducting the Proposed Transaction (it being understood that those employees will be informed of the confidential nature of the 'WEB ACCESS PASSWORD' and the obligations assumed hereunder).

2. The Receiving Party agrees to be responsible for enforcing the confidentiality of the 'WEB ACCESS PASSWORD'. The Receiving Party further acknowledges and agrees that the 'WEB ACCESS PASSWORD' is proprietary to and is a valuable, unique asset of Jamaica and that any disclosure or use thereof in violation of the provisions of this Letter Agreement will cause irreparable harm and loss to Jamaica. As such, the Receiving Party acknowledges and agrees that money damages alone are not a sufficient remedy for any breach of this Letter Agreement by the Receiving Party and/or its employees and that Jamaica shall be entitled to commence an action for specific performance and/or injunctive relief as remedies for any such breach, and shall not be required, in any such action, to post any bond on account of any injunctive or preliminary relief sought. Such remedies shall not be deemed to be the exclusive rights or remedies for a breach of this Letter Agreement, but shall be in addition to all other rights and remedies available at law, in equity or otherwise, to Jamaica.

3. This Letter Agreement will be governed by, enforced and construed in accordance with English Law. In that regard, the Receiving Party acknowledges that 'WEB ACCESS PASSWORD' has the necessary quality of confidence about it.

4. It is further understood and agreed that no failure or delay by Jamaica in exercising any right, power or privilege hereunder will operate as a waiver thereof. Any waiver of any of the provisions of this Letter Agreement will not be effective unless made in writing and signed by the party against whom the enforcement of such waiver is sought.

5. It is further understood that the Receiving Party will advise Jamaica within five days, of all employee's that leave their company, and have been given a 'WEB ACCESS PASSWORD.

6. Any term or provision of this Letter Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Letter Agreement or affecting the validity or enforceability of any of the terms or provisions of this Letter Agreement in any other jurisdiction. Further, to the extent that any terms or provisions hereof are deemed invalid, void or otherwise unenforceable, but may be made enforceable by amendment thereto, the parties agree that such amendment may be made so that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in any such jurisdiction in which enforcement is sought. This Letter Agreement supersedes all prior discussions, negotiations and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. This Letter Agreement may not be modified or amended except by an instrument in writing signed by the party against whom enforcement is sought. Neither party shall have the right to assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party.