Mutual Non-Disclosure, Non-Circumvent Agreement

All parties: We are about to enter into discussions concerning certain proposed business transactions between our respective companies. In connection therewith and in order to evaluate the proposed transactions and to conduct appropriate negotiations each of us may receive certain proprietary, financial and business information concerning the other, including, but not limited to, financial, computer software, marketing data, prospect and customer data ("Information"). We each hereby mutually agree to preserve the confidentiality of such Information. Without limiting the generality of the foregoing we mutually agree as follows: 1. Each of us shall maintain in full confidence and shall not use or disclose, except as permitted herein, any of the Information furnished to it by the other or any analyses, compilations, studies, or other documents or records prepared by either of us or our respective directors, officers, employees, attorneys, accountants or other representatives (collectively "Representatives") which contain or otherwise reflect or are generated from such Information, whether furnished or created before or after the date of this letter. The Information will not be used by you except for the purposes described above and will be kept confidential by the Recipient and its Representatives and not disclosed without prior written consent of the party providing the Information, except that any of the Information may be disclosed to Representatives of the Recipient to the extent that they need to know such Information for the purpose described above, provided that such Representatives shall be instructed by the Recipient to maintain the confidentiality of the Information and not to use it other than for the purpose described above and, in any event, the Recipient shall be responsible for any breach of this Agreement by its Representatives. Without the prior written consent of the party providing same, neither the Recipient nor its Representatives will disclose that the Information has been made available, that the Information has been inspected, that discussions are taking place, or any other facts with respect to the discussions. The following will not constitute Information for the purposes of this Agreement: (a) Information which is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; (b) Information which the Recipient reasonably can demonstrate was known to it or its Representatives on a non-confidential basis prior to its disclosure to the Recipient or its Representatives; or (c) Information which becomes available to the Recipient or its Representatives from another source provided that, to the Recipient’s reasonable knowledge, such source is not subject to any prohibition against transmitting such Information. In the event either party is required by law to disclose any Information in connection with any administrative, civil or criminal proceeding (whether by way of notice, subpoena, order or otherwise), such disclosure shall not be deemed a violation hereof, provided, that (a) the party whose Information is to be disclosed is immediately notified of any request for such disclosure and (b) in making the disclosure, the disclosing party takes all steps reasonably required to protect the confidentiality of the Information being disclosed including, but not limited to, (i) advising the recipient of the existence of this agreement and (ii) obtaining an appropriate stipulation or order of confidentiality.





1st Pary __________ (initials)

2nd Party ___________ (initials)

Page 1

The written Information. compilations. Any pre-existing relationship with the Customer shall be disclosed by the Secondary party immediately if such exists. trademarks. will be returned to the party providing the same immediately upon its request. The Information shall include all Customer data. This Agreement shall bind the parties and their heirs.Mutual Non-Disclosure. 13. Other than as expressly permitted neither party shall have rights in or to such confidential property. Both parties agree to respect one another’s Customer relationships and each agree to not circumvent these Customer relationships for any reason. studies or other documents prepared by or for the Recipient. studies or other documents prepared by or for the Recipient and any written Information not so returned will be destroyed upon request and all non written Information will be held in confidence. decompiling. It is recognized and agreed that the programs marketed or licensed or under development by either of us. however. Any data disclosed will be treated with the utmost degree of confidentiality. except for that portion of the Information that may be found in analyses. transfer. Nothing in this agreement shall be construed to grant the right to independently develop or distribute products or services that are functionally similar to the other party’s product. Any and all transactions with Customers are governed by this agreement for the specified term. A party is permitted to do so. Each of us shall keep a record of the Information furnished to it and of the location of such Information. 14. trademarks. Each of us shall take reasonable steps to assure that our employees and any person or entities to which we supply such confidential data are aware of and comply with the foregoing. compilations. copyright and trade secret rights with respect thereto remain exclusively with the party providing the same. use. in its sole and absolute discretion. to reject any or all proposals and to terminate discussions and negotiations at any time. Each of us shall immediately notify the other of any facts from which it appears that any Information may have been disclosed other than as provided for herein. 1st Pary __________ (initials) 2nd Party ___________ (initials) Page 2 . and the content thereto and related documentary information (hereinafter collectively "Confidential data") constitute valuable assets and trade secrets and that title thereto and all patents. publish or disclose the Confidential Software or take any steps to discover same including. Each party shall identify a new Customer in writing to the other party. but not limited to. 11. 8. so long as the development of products similar to those contemplated (i) do not infringe upon the other party’s products. All interactions with the Primary party’s Customer shall be within the scope of the work agreed upon and any additions. 12. Neither party shall sell. and (ii) are created or developed through the party’s own efforts and not from confidential or proprietary Information exchanged. 7. successors and assigns. Each party reserves the right. reverse engineering or disassembling. trade secret or other protection afforded at law or in equity. patents. That portion of the Information that may be found in analyses. Non-Circumvent Agreement 6. This establishes the Primary party/Customer relationship. The parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient or its Representatives and each shall be entitled to specific performance and temporary and permanent injunctive relief without posting a bond and without proof of actual damages as remedies available at law or equity. 9. 10. The confidentiality provisions set forth herein are in addition to such rights either of us may have pursuant to copyrights. deletions or modifications to the scope of work or any recommendations of 3rd party services or goods shall be presented to Customers only with the advance written consent of the Primary party.

17. The Recipient shall hold each instance of disclosure in confidence for a period of two (2) years from the date of disclosure.Mutual Non-Disclosure. This Agreement shall be governed and construed in accordance with the laws of the State of California applicable to agreements made and to be performed within such state. Each of us hereby submits to the exclusive jurisdiction of said courts and acknowledges that the matters covered hereby constitute the transaction of business by each of us within the State of California. 16. Non-Circumvent Agreement 15. Agreed to and accepted: 1st Party: Authorized Signature 2nd Party: Authorized Signature Name/Title Name/Title 1st Party: Company Name 2nd Party: Company Name Date Date 1st Pary __________ (initials) 2nd Party ___________ (initials) Page 3 . This Agreement and the confidentiality requirements thereof shall survive any termination of our discussions. shall be determined by a state or federal court located in the State of California and in no other forum. Any controversy arising out of or relating to this Agreement. or the making or breach thereof.