SECRECY AGREEMENT(영문-비밀계약서)

THIS Agreement, entered into this _____ day of _____ , 2001 by and having its between _______
having _____ its ______ registered office at _________ (hereinafter called " XYZ") _______ at
_______ having its office at __________ (hereinafter called the "Recipient")

WITNESSETH :

Whereas the Recipient has been fully informed of and satisfied itself as to the confidential
nature of the proprietary Information (as hereinafter defined) and as to the content of any and
all stipulations hereinafter contained ;

Whereas the Recipient has agreed to maintain the trade secret status of such information ;

Whereas XYZ is prepared to disclose, at XYZ's selection, to the Recipient certain information
on the following conditions ;

NOW THEREFORE, in consideration of XYZ's supplying to the Recipient Proprietary

Information, the parties hereto agree as follow :

Article 1. DEFINITIONS

The terms set forth below have the meanings herein provided for respectively wherever the
same appear in this Agreement :

1.1 "Proprietary Information" means any and all information, which XYZ owns or has a right to
disclose to the Recipien there under and which relates to __________________________.

1.2 "Contemplated Purpose " means the purpose of the disclosure hereunder more particularly
described below :

Proprietary Information shall be used for ____________________________.

ARTICLE 2. SECRECY OBLIGATIONS

2.1 The Recipient agrees to abide by all the provisions set forth in this Agreement and not to
disclose or divulge Proprietary Information and other information generated by the
Recipient based thereon, in whole or in part, to any third party without prior written consent
of XYZ ;

provided that nothing hereinabove contained shall apply to Proprietary Information which the
Recipient can prove :

i) is already in the Recipient's possession, free of restrictions on disclosure and use before the
disclosure hereunder to the Recipient and was not previously obtained directly or indirectly
from XYZ,

ii) is hereafter disclosed to the Recipient by third parties, who did not acquire it directly or
indirectly from XYZ as a matter of right, free of restriction on disclosure and use ; or

iii) is or becomes generally available to the public through no act or omission of the Recipient.

It is understood and agreed that :

 -- an information known to only a few people and not generally available to the public
cannot be 4ee71e4 to be in the public domain; and

-- two or more portions of the Proprietary Information in combination are not deemed to
be within the foregoing exception merely because each portion is available to the
public.

2.2 The Recipient shall segregate and keep separate all Proprietary Information and all
information generated by the Recipient based thereon from other records, documents,
drawing, files and the like.

2.3 The Recipient shall limit the availability of the Proprietary Information within the Recipients's
organization to those employees who have reasonable need to see and use it for the
Contemplated purpose and shall inform each of said employees of the confidential nature
of the Proprietary Information. The Recipient shall also obtain a written agreement from
each of said employees to abide by the restrictions on disclosure and use herein
contained.

2.4 In addition to stipulations of Article 2.1, 2.2 and 2.3, the Recipient shall take every possible
measure to prevent the proprietary Information from being made available to any third
party.

2.5 Notwithstanding anything to the contrary herein, the Recipient shall not disclose (except to
such employees as authorized in this ARTICLE 2) even after any Proprietary Information
becomes generally available to the public the fact that such proprietary Information was
furnished to the Recipient by XYZ or originated with XYZ and any correlation or identity
which may exist between the Proprietary Information and any other information now or
hereafter made available to the Recipient.

Article 3. USE OF CONFIDENTIAL INFORMATION

The Recipient shall not use without prior written consent of ABC any and all Proprietary
Information for any purpose except for the Contemplated Purpose.

Article 4. NO LICENSE

No license or right is granted to the Recipient by this Agreement by implication or otherwise

with respect to the Proprietary Information, any patent application, patent or any claims of
patent now or hereafter filed or issued

Article 5. EFFECTIVE DATE

This Agreement shall take effect on the date of execution hereof.

Article 6. LAW

This Agreement shall be governed and construed in accordance with the laws of

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by
their duly authorized representatives.

XYZ Recipient