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Exhibit A:


This Mutual Non-Disclosure Agreement (MNDA) shall be governed by the terms and conditions of a certain
Consulting Agreement by and between the parties dated March 1, 2010.
Client and Consultant plan to enter into discussions to evaluate a potential business relationship between them (the
“Business Purpose”). In the course of work related to the Business Purpose, Client and Consultant (“the parties”)
anticipate disclosing confidential and proprietary information to one another. Client and Consultant mutually agree
that any such disclosure of information shall be governed by this MNDA as follows:

1. “Confidential Information” shall mean any information revealed by or through a party (the “Disclosing Party”)
to the other (the “Receiving Party”), whether tangible or intangible, and regardless of how stored, compiled, or
memorialized, whether physically, electronically, graphically, photographically, in writing or by some other
means, that is (i) marked as "confidential," “proprietary” or with some similar indication; (ii) is advised by the
Disclosing Party to be confidential; or (iii) which the parties would reasonably construe to be confidential
information under the circumstances. Specifically, Company’s products and related information, including
documentation, data models, databases and other artifacts, are the Confidential Information of Company.

2. The Receiving Party shall treat the Confidential Information with at least the same degree of care that it uses to
protect its own confidential and proprietary information of a similar nature but with no less than a reasonable
degree of care. The Receiving Party shall not duplicate, copy, modify, or reverse engineer by any means,
including without limitation, disassembly and de-compilation, any Confidential Information. The Receiving
Party (i) shall use and disclose Confidential Information only for purposes of the Business Purpose, and (ii)
shall restrict the disclosure of Confidential Information to its employees who are bound by written agreements
to maintain the confidentiality of such Confidential Information, and on request by the Disclosing Party, deliver
to it promptly a copy of such executed agreements. Company shall require its personnel to prevent further

3. Confidential Information shall not include information that the Receiving Party can show: (a) was in the
Receiving Party’s possession at the time of the disclosure by the Disclosing Party; (b) was lawfully obtained by
the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such
information; (c) became generally available to the public, based on existing records or through sources other
than the Receiving Party; (d) was developed at any time by the Receiving Party independent of and without
reference to Confidential Information or materials disclosed by the Disclosing Party to the Receiving Party; or
(e) is required to be disclosed pursuant to a court order or government authority, whereupon the Receiving Party
shall, at its earliest opportunity, provide written notice to the Disclosing Party prior to such disclosure and
where feasible giving the other party a reasonable opportunity to secure an appropriate protective order; such
disclosures made will not change the character of the disclosed information as Confidential Information for the
purposes of this MNDA.

4. The Receiving Party shall be liable to the Disclosing Party in the event that any of its personnel breach these
obligations. The Receiving Party will promptly report to the Disclosing Party any breaches in security that may
materially affect the Disclosing Party and will specify the corrective action to be taken. In the event either party
is required by law or pursuant to an order of a court of competent jurisdiction to disclose Confidential
Information, that party shall promptly notify the other party, and if so instructed by the other party, cooperate
with the other party in seeking a protective order or other appropriate remedy.

5. The two parties agree that the conditions in this MNDA and the Confidential Information disclosed pursuant to
this MNDA are of a special, unique, and extraordinary character, the Disclosing Party could be irreparably
harmed by any disclosure of the Confidential Information in violation of this MNDA, and that the use of the
Confidential Information for the business purposes of the Receiving Party, or any third party, other than in
connection with the Business Purpose, would enable the Receiving Party or such third party to compete unfairly
with the Disclosing Party. For these reasons, the Parties agree that the Disclosing Party shall be entitled to seek

equitable relief, including but not limited to injunctive relief, to prevent further use and/or disclosure in addition
to all other remedies available to the Disclosing Party at law or in equity for any breach of this MNDA. The
Disclosing Party shall be entitled to recover any and all costs and expenses, including, without limitation,
reasonable attorneys’ fees, in enforcing this MNDA and the provisions of this section against the Receiving
Party where such enforcement is upheld by a court of competent jurisdiction.

6. The obligations and restrictions under this MNDA shall extend for five (5) years from the date of the disclosure
of the Confidential Information.

7. All Confidential Information and all applicable intellectual property rights shall remain the sole and exclusive
property of the Disclosing Party. This MNDA grants no patent rights, copyrights, trade secrets or licenses,
expressed or implied, to the Receiving Party except to the extent necessary for the Receiving Party to perform
the Business Purpose contemplated by this MNDA.

8. Upon termination of this MNDA or the governing agreement, or upon the Disclosing Party’s earlier request, the
Receiving Party shall promptly return to the Disclosing Party, destroy or render unusable, and discontinue the
use of, any Confidential Information then in the Receiving Party’s possession, including all copies and archived
versions. The Receiving Party shall retain no part or copy of any of the other party’s Confidential Information
and, if requested in writing, the Receiving Party shall certify its compliance with the foregoing provision.

9. Each Disclosing Party warrants that it has the right to enter into this MNDA and either it is the owner of, or has
the right to disclose, its respective Confidential Information. Otherwise, no warranty, express or implied,
regarding the Confidential Information disclosed is granted by this MNDA, and the warranties of
merchantability and fitness for a particular purpose are hereby disclaimed.

10. Neither this MNDA nor any rights or obligations under this MNDA may be assigned by Client or Consultant
without the prior written consent of the other. This MNDA shall inure to the benefit of and be binding upon
Client and Consultant and their respective successors and assigns.

11. Neither party shall issue any press releases or announcements, or any marketing, advertising, or other
promotional materials, related to this MNDA or referencing the other party or its Marks without the prior
written approval of the other party. The parties’ obligations under this Section shall extend to the non-
publicizing of any dispute arising out of this MNDA.

IN WITNESS WHEREOF, Client and Consultant have caused this MNDA to be executed by their duly authorized
representatives who represent they have the authority to bind the respective party to this MNDA.

DATA FOUNDATIONS, INC. (“Client”) McCoin & Smith Communications, Inc. (“Consultant”)

Signature: ___________________________ Signature: ___________________________

Name: ___________________________ Name: ___________________________

Title: ___________________________ Title: ___________________________

Date: ___________________________ Date: ___________________________