NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (this "Agreement") is made and entered into as of _____________, 2010, by and between

__________________________________________ (the "Recipient") and any of its affiliates, on the one hand, and ________________________ (the "Company") on the other. 1. Purpose. The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, the Company disclose to the Recipient certain confidential technical and business information, which the Company desires the Recipient to treat as confidential. 2. Confidential Information. "Confidential Information" means any information disclosed by the Company to the Recipient, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, software, hardware, prototypes, samples and equipment) relating to ideas, software, hardware, products, services, processes, know-how, trade secrets, patents, copyrights, trademarks and other intellectual property, including, without limitation, business plans, product and service concepts, product formulations, client, prospect and other contact lists, pricing and sales information, marketing research, strategies and plans, and other related information, whether or not such information is designated as "Confidential" or "Proprietary" or some similar designation. Confidential Information may also include information disclosed to the Recipient by third parties. Confidential Information shall not, however, include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Company; (b) becomes publicly known and made generally available after disclosure by the Company to the Recipient through no action or inaction of the Recipient; (c) is already in the possession of the Recipient at the time of disclosure by the Company as shown by the Recipient's files and records immediately prior to the time of disclosure; (d) is obtained by the Recipient from a third party without a breach of such third party's obligations of confidentiality; (e) is independently developed by the Recipient without use of or reference to the Company's Confidential Information, as shown by documents and other competent evidence in the Recipient's possession; or (f) is required by law to be disclosed by the Recipient, provided that the Recipient gives the Company prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. 3. Non-use and Non-disclosure. The Recipient agrees not to use any Confidential Information of the Company for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. The Recipient agrees not to disclose any Confidential Information of the Company to third parties or to such party's employees, except to those employees of the Recipient who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the Recipient hereunder, if any. 4. Maintenance of Confidentiality. The Recipient agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Company's

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Confidential Information. Without limiting the foregoing, the Recipient shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to the Company's Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Recipient shall not make any copies of the Confidential Information unless the Company previously approves the same in writing. The Recipient shall reproduce the Company's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. 5. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. 6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 7. Ownership and Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed to the Recipient, and all copies thereof which are in the possession of the Recipient, shall be and remain the property of the Company and shall be promptly returned to the Company upon the Company's request. 8. No License. Nothing in this Agreement is intended to grant any rights to either party under any trade secrets, patents, copyrights, trademarks or other intellectual property of the other party, nor shall this Agreement grant any party rights in or to the Confidential Information of the other party except as expressly set forth herein. 9. Term. This Agreement shall survive until such time as all Confidential Information of the Company disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party. 10. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the Company, entitling the Company to seek injunctive relief in addition to all legal remedies. Each party agrees that in the event of any breach, violation or evasion of this Agreement, such breach, violation or evasion will result in immediate and irreparable injuries and harm to the Company, and each party agrees that the Company shall have recourse to the remedies of injunction and specific performance, or either of such remedies, as well as all other legal or equitable remedies to which the Company may be entitled without the necessity of securing a bond or other surety. 11. No Exclusivity. Nothing in this Agreement shall be construed to prohibit either party from dealing with any other person, firm, or other entity regarding the distribution, purchase or use of any product or service or for any other reason. 12. Miscellaneous. This Agreement constitutes the entire understanding and agreement of the parties respecting the subject matter of this Agreement and no modification, change or amendment of this Agreement shall be binding upon the parties, except by mutual
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express consent in writing of subsequent date duly signed by the authorized officers or representatives of each of the parties. This Agreement shall be governed and construed as to all matters, including validity, construction and performance, by and under the laws of the State of California, without regard to any choice of law or conflict of laws principles or provisions. All legal proceedings relating to or arising out of this Agreement must be brought in the state or federal courts sitting in San Francisco, California and each party agrees that jurisdiction and venue for any such legal proceedings shall lie exclusively with such courts. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. If any provision of this Agreement shall be held unlawful or invalid by court or administrative decision, it shall be deemed severable and such unlawfulness or invalidity shall not in any way affect any other provision of this Agreement which can be given effect without the unlawful or invalid provision. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as set forth below.
________________________________________ Date: ______________________________________ Signature: __________________________________ Name: _____________________________________ Title: ______________________________________ ______________________________________ Date: ______________________________________ Signature: __________________________________ Name: _____________________________________ Title: ______________________________________

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