CONFIDENTIAL NON-DISCLOSURE, NON COMPETE AND PROPRIETARY AGREEMENT

This Confidential, Non-Disclosure, Non Compete and Proprietary Agreement (this "Agreement") is entered into this __ day of ______, 2010, by and between ________________, a corporation incorporated under the laws of the state of _____________, whose address is __________________ (the "Company"), and ____________________, whose address is _____________________, which will be referred to herein as the Recipient. WITNESSETH WHEREAS, the Recipient will be exposed and have access to confidential and/or proprietary information and technology of the Company for purposes of providing certain consulting services to the Company (the Purpose); and WHEREAS in order to induce such exposure and access, the parties hereto desire to undertake certain obligations of confidentiality and non-disclosure as set forth herein; NOW THEREFORE, in consideration of the mutual undertakings and promises herein, the parties hereto hereby agree as follows: 1.
1.1

Confidential Information.

In this Agreement, the term "Information" shall mean any and all any document, material, idea, data or other information which relates to the Company's research and development, trade secrets or business affairs or which is marked as confidential and disclosed by the Company for the purposes hereof, and any confidential and/or proprietary information and technology related to the Company, in whatever form, including but not limited to any and all formulae, specifications, prototypes, designs, equipment, samples, analyses, computer programs, trade secrets, data, methods, techniques, developments, processes, prices, memoranda, notes, marketing and customer information, projections and any other data or information (in whatever form), as well as improvements and know-how related thereto, relating to or concerning the Companys technology, names and lists of suppliers, clients, research and development activities and products, and any other commercial, financial and/or technological information. Information shall be deemed to include any and all Information which has been or may be disclosed, directly or indirectly, by or on behalf of the Company, irrespective of form. Information shall not include information that (a) independently developed by the Recipient prior to disclosure by the Company as demonstrated by reasonable and tangible evidence satisfactory to the Company other than through disclosure of such information by the Company to the Recipient; (b) shall have appeared in any printed publication or patent or shall have become a part of the public knowledge except as a result of breach of this Agreement by the Recipient; (c) is approved in writing by the Company for release by the Recipient; or (d) pursuant to a valid order issued by a court of or government agency of competent jurisdiction over the Recipient, provided that the Recipient provide the Company: (i) prior written notice of such obligation; and (ii) the opportunity to oppose such disclosure or obtain a protective order.
1.2

Exceptions (a) through (c) shall not permit the Recipient to disregard the obligations of

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confidentiality herein merely because individual portion(s) of the Information may be found within such exceptions, or because the Information is implicitly but not explicitly disclosed in information falling within such exceptions. 2. 2.1 Obligations of Confidentiality. The Recipient agree to treat all Information disclosed to them as strictly confidential and not to exploit or make use, directly or indirectly, of such Information without the express written consent of the Company, except for the Purpose. Recipient shall assume full responsibility for enforcing this Agreement and shall take appropriate measures with its employees to ensure that such persons are bound by a like covenant of secrecy, including but not limited to informing any employee of Recipient receiving such Information that such Information shall not be disclosed except as provided herein. The Recipient hereby agree to refrain from analyzing or attempting to analyze samples provided by the Company under this Agreement containing the Information in order to determine the construction, code, algorithm or topology (composition, formula or specifications) thereof, either by itself or through any third party.

2.2

2.3 It is understood and agreed that the disclosure of the Information by the Company shall
not grant the Recipient any express, implied or other license or rights to patents or trade secrets of the Company or their suppliers, whether or not patentable, nor shall it constitute or be deemed to create a partnership, joint venture or other undertaking. Further, the Recipient agree that he/she shall not remove or otherwise alter any of the Company trademarks or service marks, serial numbers, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to Information or any part thereof. The Recipient shall not reverse-engineer, decompile, or disassemble any and all Information and technology disclosed to them under this Agreement and shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Information he/she obtain from the Company. 2.4 If Recipient is required to disclose any Information pursuant to the provisions of any relevant law - Recipient shall not disclose such information without first notifying the Company of such requirement and cooperating with the Company regarding such disclosure. Return of Proprietary Information. Unless otherwise required by statute or government rule or regulation, upon demand by the Company, the Recipient shall: (i) cease using the Information; (ii) return all notes, copies and extracts thereof of the Information to the Company immediately without retaining copies thereof; and (iii) upon request of the Company, certify in writing that the Recipient has complied with the obligations set forth in this paragraph.

3.

4.
4.1

Intellectual Property Rights. In the event that the Recipient or anyone to whom the Recipient transmit the Information pursuant to this Agreement become legally compelled to disclose any of the Information, the Recipient will provide the Company with prompt notice thereof so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

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4.2
4.3

The Recipient acknowledges and agrees that the Information furnished hereunder is and shall remain proprietary to the Company. The Recipient hereby declare that he/she has no, and shall have no suit and/or claim of any kind against the Company in any matter relating, whether directly or indirectly, to any idea, product of the Company, the Information, or other information of the Company which shall come to their knowledge as a result of their connections or relationship with the Company. The Recipient hereby declare and confirm: (i) that it do not have any proprietary right, including, without limitation, copyright or other right, relating to any idea, product or any other development of the Company, and that all such rights belong exclusively to the Company, and (ii) that all rights title and interest in and to development and/or products, including, but not limited to, trade secrets and know-how, patents and other rights in connection therewith developed or obtained by the Recipient for or on behalf of the Company, or with the contribution of Recipients efforts and created during the term of the Recipients connections or relationship with the Company, as a part of their connections or relationship with the Company, are hereby assigned to the Company, and shall be the sole and exclusive property of the Company, and the Recipient shall execute all documents necessary to assign any patents to the Company and otherwise transfer such proprietary rights to the Company. No Competition In addition to any previous obligation the Recipient may have towards the Company, the Recipient agree that during the term of this Agreement and for a period of two (2) years after he/she ceases to have connections with the Company, for any reason whatsoever whether upon the initiative of the Company or of the Recipient, he/she will not, directly or indirectly, engage whether as an employee, independent, partner, joint venturer, shareholder (other than as a shareholder of not more than 5% of the shares of a publicly traded company), investor, director, consultant or otherwise, in any business or activity, all over the world, which is competitive with the (i) products of, and/or (ii) services of the Company in the business in which it is currently engaged or in which it may be engaged in during the time Recipient has connections with the Company. For a period of two (2) years following the termination of Recipients relationship with the Company for any reason, Recipient shall not directly or indirectly: (i) solicit, induce, recruit, hire or encourage any employee or consultant of the Company to leave such position, or attempt to do any of the foregoing, either for themselves or for any other person or entity, (ii) contact any customers of the Company for the purpose of selling to those customers any products or services which are the same as or substantially similar to, or competitive with, the products or services sold and/or provided by the Company in relation to its business at such date, or (iii) otherwise interfere in any manner with the contractual or employment relationship between the Company and any of its employees, consultants, suppliers or customers Miscellaneous. The undertakings herein shall be binding upon the Recipient and their respective affiliates, subsidiaries or successors and shall continue until such time as the substance of the disclosure has entered the public domain through no fault or negligence on the part of the Recipient, or until permission is specifically granted in writing to the Recipient by the Company to release or make use of the Information otherwise than as stated herein.

4.4

5. 5.1

5.2

6. 6.1

6.2

No failure or delay on the part of the parties to exercise any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by either of the parties of any rights, powers or remedies. The rights, powers and remedies provided herein are cumulative and are not exclusive of any rights, powers or remedies by law. This Agreement may not be assigned by the Recipient without the prior written consent of the Company. The Company may assign this Agreement to any entity which is the successor to any part of its business related to this Agreement by merger, or to any party which acquires all or substantially all of its assets related to this Agreement and which agrees to assume all obligations of the assigning party under this Agreement from and after the date of such assignment. If any one or more of the terms contained in this Agreement shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, that term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. A determination that any term is void or unenforceable shall not affect the validity or enforceability of any other term or condition and any such invalid provision shall be construed and enforced (to the extent possible) in accordance with the original intent of the parties as herein expressed. The parties agree that an impending or existing violation of any provision of this Agreement would cause the Company irreparable injury for which it would have no adequate remedy at law, and agree that the Company shall be entitled to seek immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it. This Agreement shall be governed by and construed in accordance with the laws of the State of ________________. Each party agrees that any actions arising hereunder shall be brought in the state and federal courts of __________, and service of process on such party in any such action may be made by certified or registered mail, return receipt requested, to the address of such party set forth above.

6.3

6.4

6.5

6.6

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above. ______________________ By: Title: _________________________ By: