Non-Disclosure/Confidentiality Agreement

THIS AGREEMENT is made effective as of the ______ day of _____________ 200_ by and between
______________, Inc.???, a California corporation, having a business address of
____________________, Califonia XXXXX (“COMPANY”), and ________________________, having
business address of _______________________________________________ ("CONFIDANT").

WHEREAS, the parties acknowledge that COMPANY has developed certain information of a
confidential and/or proprietary nature (hereinafter “PROPRIETARY INFORMATION”);

WHEREAS, it is the desire of CONFIDANT to receive disclosures of the PROPRIETARY

INFORMATION for purposes of ____________________[evaluating CONFIDANT’s interest in the
creation of certain business relationships between COMPANY and CONFIDANT]_________;

WHEREAS, CONFIDANT is willing to hold in confidence the PROPRIETARY INFORMATION it may

receive or obtain either in oral or written form or by visual observation from COMPANY as qualified
below;

NOW THEREFORE, in consideration of the disclosure by COMPANY of the PROPRIETARY

INFORMATION to CONFIDANT, CONFIDANT agrees with COMPANY as follows:

1. PROPRIETARY INFORMATION includes, but is not limited to, any information, process,
technique, algorithm, program, design, drawing, formula, test data, note, analysis, compilation, study or
other document, including business plans, relating to any research project, work in progress, future
development, engineering, manufacturing, marketing, servicing, financing, or personnel matter relating
to the disclosing party, its present or future products, sales, suppliers, customers, employees, investors,
or business, whether in oral, written, graphic or electronic form. PROPRIETARY INFORMATION further
includes all information concerning the existence and progress of the parties' business dealings.

2. CONFIDANT agrees to use its best efforts to hold the disclosed PROPRIETARY
INFORMATION in complete confidence and not to disclose or otherwise permit any third person or
entity access to the information without the prior written consent of COMPANY (except that such
disclosure or access shall be permitted to an employee or agent of CONFIDANT to the extent required
in the course of CONFIDANT purpose indicated above). CONFIDANT shall advise their employees or
agents who might have access to such PROPRIETARY INFORMATION of the confidential nature
thereof. CONFIDANT agrees not to use the disclosed PROPRIETARY INFORMATION commercially or
for the purpose of developing or improving the subject matter thereof except under a subsequent written
agreement with COMPANY.

3. CONFIDANT will not be prevented from disclosing or using any information if: (a) the
information was previously known to or is independently developed by CONFIDANT as evidenced by
written records kept in the ordinary course of business of CONFIDANT or by proof of actual use by
CONFIDANT, (b) the information is or becomes generally available to the public through no fault of
CONFIDANT, (c) the information is disclosed to CONFIDANT by a third party having the right to
disclose the information; or (d) the information is disclosed in response to an order or demand of any
court or governmental body having jurisdiction thereover.

4. PROPRIETARY INFORMATION supplied by COMPANY shall not be reproduced by

CONFIDANT in any form except as required to accomplish the intent of this Agreement. All
PROPRIETARY INFORMATION (including, copies thereof) shall remain the property of COMPANY,
and shall be returned to COMPANY after CONFIDANT's need for it has expired, or upon request of
COMPANY, and in any event, upon completion or termination of this Agreement.

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5. The term of this Agreement shall extend for five (5) years from the date first written above or as
mutually agreed upon by the parties in writing. The confidentiality obligations of this Agree shall extend
for five (5) year from the termination of this Agreement.

6. This Agreement shall be binding upon and inure to the benefit of both COMPANY’s and
CONFIDANT’s heirs, legal representatives, successors and assigns.

7. This Agreement shall be deemed to be executed and to be performed in the State of California,
and shall be exclusively governed by, construed and interpreted in accordance with the laws of the
State of California as to all matters, including but not limited to matters of validity, construction, effect
and performance, excluding choice of law principles of such State which would require application of the
laws of another jurisdiction. In the event of any controversy, claim or dispute between the parties hereto
arising out of or relating to this Agreement, such controversy, claim or dispute shall be tried exclusively
in the courts of the State of California or in the United States Federal District Court for the Central
District of California, located in the County of Los Angeles, as either party may elect. Each of the
parties hereby waives any defense of lack of in personam jurisdiction, improper venue and forum non
conveniens, and agrees that service of process of such court may be made upon each of them by
personal delivery or by mailing certified or registered mail, return receipt requested, to the other party at
the address indicated herein or as otherwise agreed to by the parties. Both parties hereby submit to the
jurisdiction of the court so selected, to the exclusion of any other courts which may have had jurisdiction
apart from this paragraph. If any action or proceeding is brought to enforce the terms of this Agreement,
the prevailing party in such action or proceeding shall be entitled to recover its costs and reasonable
attorneys= fees incurred whether or not suit is prosecuted to judgment.

8. Because of the unique and proprietary nature of the PROPRIENTARY INFORMATION, it is

undertood and agreed that COMPANY’s remedies at law for a breach by CONFIDANT of its obligations
under this Agreement including, without limitation, the actual or threatened disclosure the
PROPRIETARY INFORMATION without the prior express written consent of COMPANY, will be
inadequate and that in the event of any such breach or threatened breach, COMPANY shall be entitled
to seek equitable relief (including without limitation preliminary and permanent injunctive relief) in
addition to all other remedies provided hereunder or available at law.

9. If any condition or provision of this Agreement is found by a court of competent jurisdiction to be

for any reason unenforceable or invalid, the remainder of this Agreeement will remain enforceable with
the omission of the invalid or unenforceable portion thereof, as though the unenforceable portion had
never been included herein.

10. Neither party may use the name, trade name, trademark, domain name, or other designation of
the other party in connection with any products, promotion, marketing or advertising without the prior
written consent of the other party.

11. The parties agree and acknowledge that the relationship of the parties is in the nature of an
independent contractor. This Agreement shall not be deemed to create a partnership or joint venture
and neither party is the other=s agent, partner, employee or representative.

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12. This Agreement expressly supersedes any and all previous agreements either written or oral
between the parities and can only be modified by a subsequent written agreement between the parties.

Executed on the date and year first written above.

COMPANY???? CONFIDANT

By: By:

Name: Name:

Title: Title:

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