Confidentiality And Non-Disclosure Agreement

1. DATE OF THIS AGREEMENT

(Effective Date): [Date ]2. TERM OF AGREEMENT (Term):

The Term shall commence on the Effective Date and shall continue in full force and effect as long as any of the Confidential Information continues to be maintained as confidential and proprietary by the Disclosing Party. 3. PARTIES

S , with an address at ______, California _____ (S ) and [ R ], with an address at [ address] (Company). 4. DISCLOSING PARTY (Check either or both, as appropriate):

X S---

X CompanyRECEIVING PARTY (Check either or both, as appropriate):

X

X Company5. SUBJECT OF DISCLOSURE (Confidential Information):S---: Information related to S Groups (defined below) products and services.

Company: Information related to Companys services.

6. TERRITORIAL RIDER: N/A7. PURPOSE OF DISCLOSURE (Purpose): Evaluate the possibility of the parties to enter into a business relationship and other related matters.8. Disclosing Party (or its affiliates on its behalf, or Disclosing Party on behalf of its affiliates) may disclose Confidential Information to the Receiving Party in accordance with this Agreement. The Receiving Party agrees to disclose Confidential Information only to its (i) employees, (ii) legal representatives, and (iii) non-technical temporary workforce contractors whose significant majority of services are rendered for the benefit of Receiving Party, to the extent the individuals identified in (i) (iii) in this Section 8 have duties that justify a need to know and who have agreed not to disclose and have agreed to hold confidential Confidential Information (inclusive of those of third parties) that may be disclosed to them. Receiving Party will be fully liable for any breach of this Agreement by any persons or entities to whom it discloses Confidential Information to as if the breach was that of Receiving Party . The Receiving Party shall protect the Confidential Information against unauthorized use or disclosure using the as high a degree of care and scrutiny as the Receiving Party normally exercises to protect its own information of like character and importance, but no less than what is consistent with that of a high-technology company in guarding its confidential information. Except as expressly permitted herein, Receiving Party agrees not to disclose any derivative of the Confidential Information to any third party under any circumstances . S may disclose the Confidential Information to any direct or indirect parent, subsidiary or affiliate (hereinafter the "S Group"), provided that such party agrees to be bound by this Agreement to the same extent as S is bound. Notwithstanding anything to the contrary herein, in no event shall Company disclose Ss Confidential Information to any persons other than as permitted herein, in accordance with the provisions of this Section 8. Except as permitted by law, Receiving Party will not, nor attempt to, directly or indirectly: (i) disassemble, decrypt, electronically scan, peel _____ components, decompile, or otherwise reverse engineer in any manner any portion of the Confidential Information, whether such Confidential Information is in the form of hardware, software, firmware or other medium; or (ii) use, modify, copy, reduce to writing, record, distribute, sublicense or create derivative works from the Confidential Information, or any portion of it, or permit any third party to do so, except as expressly provided in this Agreement; nor shall the Receiving Party remove any proprietary legend set forth on or contained with the Confidential Information. 9. Confidential Information under this Agreement shall be information which is disclosed in writing and marked as confidential, information which is disclosed orally or visually and identified by the Disclosing Party at that time as being confidential and, within fifteen (15) days thereafter, summarized in a writing marked as confidential by the Disclosing Party and delivered to the Receiving Party, or such other information which, by the nature of the circumstances surrounding disclosure ought, in good faith, to be understood to be treated as confidential, in which case, failure to mark or otherwise notify in writing that such other information is confidential will not preclude the same from being deemed Confidential Information. In addition, the obligations of non-disclosure and non-use under this Agreement shall not apply to any portion of a Disclosing Party's Confidential Information that a Receiving Party can demonstrate: (i) was already known by the Receiving Party or its affiliates; (ii) is obtained by the Receiving Party or its affiliates from a third party lawfully in possession thereof and is not, to its knowledge, in violation of any contractual or legal obligation to the Disclosing Party with respect thereto; (iii) is or becomes part of the public domain through no fault of the Receiving Party or its affiliates; (iv) is independently ascertained or developed by or for the Receiving Party or its affiliates by their employees or any third party which have not had access either directly or indirectly to the Confidential Information; or, (v) is required to be disclosed by any administrative or judicial action, provided, that the Receiving Party attempts to maintain the confidentiality of the Confidential Information by asserting in such action any applicable privileges and immediately notifies the Disclosing Party of such action to give the Disclosing Party the opportunity to seek legal remedies to maintain such confidentiality.

10. No discussions and/or communications between the parties hereunder or otherwise will: a) serve to impair the right of either party to develop, make, use, procure, and/or market products or services now or in the future that may be competitive with those offered by the other; b) require either party to disclose any planning or other information to the other; c) result in any obligation on the part of either party to enter into any further agreement of any kind; or d) constitute an option, grant or license to the Receiving Party under any patent or other rights now or hereinafter held by the Disclosing Party. All Confidential Information is provided on an AS IS basis, without warranty of any kind, except that the Disclosing Party represents and warrants that the disclosure of its Confidential Information under this Agreement will not violate any proprietary, intellectual property or contractual right of a third party.

11. All the Confidential Information disclosed or obtained, and all inventions and developments, which arise therefrom, shall be and remain the sole property of the Disclosing Party. The Receiving Party agrees to return all of the Disclosing Partys Confidential Information promptly after the Disclosing Party requests the return of the Confidential Information, provided, however, that the Receiving Party may retain one copy thereof in the confidential, restricted access files of its Law Department for use only in the event a dispute arises between the parties hereunder and only in connection with that dispute, and provided further, that if the Receiving Party is the law firm L, it may keep a copy of such information in the same manner it holds all client information.

12. Each party agrees to comply with all applicable laws and regulations. In order to enable the parties to disclose technology or software to each other in compliance with the requirements of Part 740.3(d) of the U.S. Department of Commerces Export Administration Regulations, the Receiving Party hereby gives assurance to the Disclosing Party that it will not, without a license or a License Exception from the U.S. Department of Commerces Bureau of Export Administration, reexport or release the technology and/or software, including source code, to any one of the countries listed in Country Groups D:1, E:1 or E:2 of Supplement No. 1 to Part 740 of the Export Administration Regulations or to a national of any one of those countries.

13. Company acknowledges that S does not need or desires to receive either: (1) U.S. Government classified information relating to weapons or weapons systems; or (2) any otherwise restricted information, the receipt, disclosure, use or retention of which may cause a violation under any provision of the United States Code. Company accordingly agrees that such information will not be provided either orally or in writing to S, under this Agreement or under any subsequent contract or subcontract between the parties, which relates to the Confidential Information disclosed under this Agreement.

14. This Agreement shall be deemed to have been made and executed in the State of California, and subject to the remainder of this Section, any dispute arising hereunder shall be resolved in accordance with the local law of that state in a court of competent jurisdiction in that state, excluding that body of law related to choice of laws, and of the United States of America. Either party's waiver of any breach or failure to enforce any of the provisions of this Agreement at any time shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance with every provision hereof. Neither party shall assign any rights nor delegate any duties under this Agreement without the prior written consent of the other party, and any such assignment or delegation shall be void. Notwithstanding the foregoing, S may assign this Agreement without Companys consent to any S Group company. This Agreement shall be binding upon the parties authorized successors and permitted assigns. Any entity that is part of S Group whose Confidential Information is disclosed (marked Confidential) by S to Company is a third party beneficiary of this Agreement and Company acknowledges that such entity has standing to seek enforcement of any provisions of this Agreement. The parties acknowledge that breach by a Receiving Party of its obligations of confidentiality hereunder would cause irreparable harm for which remedies at law would be inadequate, and therefore such breach shall entitle the Disclosing Party to seek immediate injunctive relief. No modification of this Agreement shall be effective unless in writing and signed by both parties. This Agreement constitutes the complete agreement between the parties concerning the subject matter hereof and supersedes and cancels any and all prior communications and agreements between the parties with respect thereto. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR SUIT ARISING UNDER THIS AGREEMENT OR OTHERWISE ARISING FROM THE RELATIONSHIP BETWEEN THE PARTIES HERETO.

15. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Agreement when a duly authorized representative of each party has signed a counterpart.

S By: ____________________________________________

Print Name: _____________________________________

Title: ___________________________________________

Company

By: _______________________________________________

Print Name: ________________________________________

Title: _____________________________________________