NON- DISCLOSURE

AGREEMENT

This Non- Disclosure Agreement (“ NDA”) is entered into on date of last signature below ("Effective
Date") by and between the following parties (“ Party” or “ Parties”):

,a [corporation/company]; and

RFS … … … … … … , a .......................... [corporation/company] [on behalf of itself and its

Affiliates].

Definitions.
"Affiliate" of a Party means an entity that (a) directly or indirectly controls such Party, (b) is under
the same direct or indirect ownership or control as such Party, or (c) is directly or indirectly
owned or controlled by such Party. An entity is controlled by another if that other entity has fifty
percent (50%) or more of votes in such entity, is able to direct its affairs, and/or is able to
control the composition of its board of directors or equivalent body.

“ Confidential Information” means any technical, managerial, financial, or business information in

any form. Confidential Information includes (but is not limited to) documentation, specifications,
prototypes, software, models, drawings, product plans, pre- release products, marketing plans,
business opportunities, customer lists, personnel data, research and development activities,
know- how, and third party information. The existence of this NDA and any negotiations or
discussions occurring hereunder are likewise Confidential Information.

Confidential Information does not include information that is: (a) in the receiving Party’ s rightful
possession before receipt from the disclosing Party; (b) in the public domain without the fault
of the receiving Party; (c) received by the receiving Party from a third party to the extent such
third party permits use beyond the scope of this NDA; (d) disclosed by the disclosing Party to
a third party without a duty of confidentiality; (e) independently developed by the receiving Party;
or (f) disclosed by the receiving Party with the disclosing Party's prior written consent.
Confidential Information shall not be deemed to be within the above exceptions merely because
it is: (i) embraced or implied by more general public information; or (ii) a combination derivable
from separate sources of public information, where none of the separate sources discloses the
combination itself.

1. Permitted Use and Duty Not to Disclose. The receiving Party shall not use
Confidential Information other than for its internal business use as directly related to an existing
or potential business transaction or relationship between the Parties.

The receiving Party is only permitted to disclose Confidential Information: (a) to those
employees, agents, Affiliates, and subcontractors who (i) have a need to know, and (ii) are bound
by confidentiality obligations at least as restrictive as those set forth in this NDA; or
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(b) as may be required by law and compelled by an order issued by a court of competent
jurisdiction, provided that the receiving Party will provide the disclosing Party with prompt

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advance notice so that it may seek an appropriate protective order or reliable assurance of
confidential treatment.

The receiving Party shall hold Confidential Information in confidence and shall use the same
degree of care that it uses to protect its own confidential information (but in no event less than a
reasonable degree of care) in order to prevent unauthorized use or disclosure.

2. Return of Confidential Information. Within thirty (30) days after the disclosing Party’ s
written request, the receiving Party shall return or certify the destruction of all Confidential
Information that it has received and all copies. The foregoing shall not apply to copies of
electronically exchanged Confidential Information made as a matter of routine information
technology backup, or to Confidential Information or copies thereof that are stored by the
receiving Party according to provisions of mandatory law; provided that such Confidential
Information or copies thereof shall be subject to an indefinite confidentiality obligation according
to the terms and conditions set forth herein.

3. Term; Confidentiality Period Survival. This NDA begins on the Effective Date and
expires three (3) years thereafter. A Party may terminate this NDA at any time by giving the other
Party thirty (30) days prior written notice. Receiving Party’ s obligations under this NDA shall
survive for five (5) years after the expiration or termination date of this NDA. However, the
receiving Party’ s obligations toward Confidential Information that is considered a trade secret
of the disclosing Party under normal international trade practice shall continue indefinitely until
such Confidential Information is no longer a trade secret.

4. Equitable Relief. Each Party agrees to the following: (a) monetary damages may
be inadequate to compensate the disclosing Party for any breach of the obligations set forth
in this NDA; (b) any such violation or threatened violation may cause irreparable injury to the
disclosing Party; and (c) in addition to any other remedies that may be available at law or in
equity, the disclosing Party shall be entitled to obtain injunctive relief against the threatened or
continued breach without the necessity of proving actual damages.

5. Affiliates. Each receiving Party may disclose Confidential Information to an Affiliate on

a need to know basis. Disclosure by or to an Affiliate of a Party is deemed to be a disclosure by
or to that Party. Each Party guarantees the full compliance of its Affiliates with this NDA.

6. Warranty. The disclosing Party warrants that it has the right to make all disclosures made
under this NDA. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY EITHER PARTY
UNDER THIS NDA. ALL INFORMATION DISCLOSED UNDER THIS NDA IS PROVIDED "AS IS."

7. Ownership. The disclosing Party shall retain all right, title, and interest in and to its
Confidential Information. The receiving Party shall acquire no right, title, interest, or license in
or to the disclosing Party’ s Confidential Information, except as expressly agreed by the Parties in
writing.

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8. No Further Obligation. This NDA shall neither impose nor be deemed to impose any
obligation on either of the Parties to: (a) purchase, sell, license, transfer, exchange, or otherwise
use any information, technology, products, or services; (b) commence or continue any
discussions or negotiations; (c) reach or execute any other agreement; (d) refrain from engaging
in any business whatsoever; or (e) refrain from commencing or continuing any discussions,
negotiations, or agreements with any third party. Each Party will be solely responsible for its own
costs and expenses incurred in connection with this NDA.

9. Conformity with Applicable Law. Each Party shall fully comply with all applicable laws,
regulations, executive orders, and rules pertaining to the Confidential Information, including but
not limited to those pertaining to insider trading and exportation. Each Party further agrees not
to pay, promise to pay, or authorize the payment of any money or anything of value, whether
directly or indirectly, to any person (whether a government official or private individual) for the
purpose of illegally or improperly inducing any government official or any political party or official
thereof to make an award decision or illegally or improperly to assist either Party in obtaining
or retaining business, or to take any other improper action favorable to either Party in connection
with the award of a license, permit, contract, or other form of award or approval. Any Party that
fails to comply with this Article shall indemnify, defend, and hold harmless the other Party from and
against any claim, loss, damage, liability, expense, or cost (of whatsoever nature) arising out of,
related to, or connected with such Party’ s failure to comply.

10. Publicity. Each Party agrees to submit to the other Party any advertising, sales promotion,
press releases, and other publicity matters relating to this NDA, and shall not publish or use the
same without the other Party’ s prior written approval. No website links are permitted to the
other Party’ s website without the prior written approval of such Party.

11. Notice. Any notices or communications required or permitted to be given by this NDA
must be given in writing. The written notice or communication must be delivered by one of the
following means: (a) personally delivered; (b) mailed by prepaid certified or prepaid registered
mail; (c) delivered by overnight courier; or (d) transmitted by facsimile or electronic mail
transmission (including PDF). The foregoing must be sent to the Party to whom such notice or
communication is directed, to the mailing address or regularly- monitored electronic mail
address or fax machine of such Party as set forth in the signature block below:

Any such notice or communication shall be deemed to have been given on the following dates:
(a) the day such notice or communication is personally delivered; (b) three (3) working days
after such notice or communication is mailed by prepaid certified or prepaid registered mail, (c)
one (1) working day after such notice or communication is sent by overnight courier, or (d) the day
such notice or communication is faxed or sent electronically, provided that the sender has received
a confirmation of such fax or electronic transmission.

12. Assignment. Neither Party may assign or transfer this NDA to any third party without the
prior written consent of the other Party.

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13. Independent Contractor Relationship. This NDA does not create any employment,
agency, or partnership relationship between the Parties. Each Party is engaged in an
independent business and will perform its obligations under this NDA as an independent
contractor.

14. Waiver; Unenforceable Provisions. Failure of a Party to insist upon strict adherence
to any term or condition of this NDA shall not be considered a waiver by that Party of its right
to thereafter insist upon strict adherence to that, or any other, term or condition of this NDA.
If any one or more provisions of this NDA shall, for any reason, be held to be unenforceable (in
whole or in part) in any respect, then such unenforceable provision (or part thereof) shall be
construed as if it had never been contained herein.

15. Official Language. The English language version of this NDA will be the official and
binding text, despite any translations or interpretations of this NDA in other languages.

16. Governing Law. All questions regarding the validity, intention, interpretation, meaning,
or enforcement of this NDA shall be resolved under the following laws (excluding their conflict of
laws provisions): (a) For disputes involving Radio Frequency Systems (“ RFS”) North American
entities，RFS Central American, South American, or Caribbean entities, the laws of the State of
Connecticut (USA); (b) For disputes involving RFS European, Middle Eastern, or African entities,
the laws of Germany; (c) For disputes involving RFS Chinese entities, the laws of the People’ s
Republic of China; and (d) For disputes involving non- Chinese RFS Asian entities, the laws of
Singapore.

17. Entire Agreement. This NDA sets forth all of the promises, agreements, and
conditions regarding its subject matter, supersedes all prior communications pertaining thereto,
and constitutes the Parties’ entire agreement. No subsequent alterations, amendments,
changes, or additions shall be binding or valid unless reduced to writing and signed by
authorized representatives of each Party. If any Confidential Information is made available by
accessing a Party's website, then any terms on that Party's website or contained in any
"clickwrap" agreement will not have force or effect if such terms conflict with those set forth
in this NDA.

18. Counterparts. This NDA may be executed in any number of counterparts, each of which
counterparts constitutes an original, but all of which, when taken together, shall be considered
one document. Unless prohibited by applicable law, an originally executed version of this NDA
that is delivered via facsimile or via electronic mail after having been scanned as an image file
(e.g., Adobe PDF, TIF, etc.) shall be deemed an original signature, and neither Party shall have
the right to object to the manner in which the NDA was executed as a defense to the
enforcement of the NDA.

[Signature Page Follows]

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Signatures

RFS PARTY OTHER

PARTY
Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:

Address: Address:

E- mail Address: E- mail Address:

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