1CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the Agreement) is made and entered into

in ____________________, California as of _______________, 200__ by and between __________________________ (Owner) and ______________________________________ (Recipient), with regard to the following facts: A. Owner has developed certain valuable information, concepts, ideas, products or designs that are generally not available to others and which may include creative, business, scientific or technical information (Proprietary Information). B. Owner wishes to provide to Recipient its Proprietary Information for the sole purpose of determining whether to engage Recipient to perform certain services for Owner; and C. Owner wishes to disclose such Proprietary Information to Recipient and preserve the confidentiality of the Proprietary Information provided hereunder; D. Recipient acknowledges that Owner would not otherwise disclose the Proprietary Information to Recipient without having Recipient sign this Confidentiality and Non-Disclosure Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto do hereby agree as follows: 1. Adoption of Recitals. The parties acknowledge the accuracy of the recitals above and hereby adopt and incorporate each as a basis of this Agreement. 2. Disclosure of Proprietary Information to Recipient. Owner shall disclose to Recipient the Proprietary Information which concerns: _____________________________________________________________ ________________________________________________ (the Business). Any information or communications disclosed orally, visually or by demonstration to Recipient by or on behalf of Owner or any of its employees or agents shall be treated as Proprietary Information hereunder unless otherwise agreed in writing by Owner. 3. Confidentiality of Proprietary Information.

a. Recipient hereby acknowledges that the Proprietary Information provided to it by or on behalf of Owner constitutes confidential and/or proprietary information of Owner as it relates to the Business. Recipient agrees it shall hold all such disclosed Proprietary Information in confidence and trust and shall not, without the prior written consent of Owner, disclose or provide all or any portion of the Proprietary Information to any other person or entity. Recipient represents, warrants and covenants that its officers, employees, agents and all other persons who obtain access by any means to information disclosed provided or communicated pursuant to this Agreement will keep such information secret and will use information only as necessary for the purposes contemplated by this Agreement. Recipient agrees to immediately notify Owner of any unauthorized disclosure or use of the Proprietary Information, or any portion thereof, and to give Owner all reasonable assistance in connection with any proceedings
1

that Owner may institute in connection with such unauthorized disclosure or use. b. circumstances: (i) if and to the extent required to do so by law or regulation or by order of a governmental authority having jurisdiction over Recipient, provided, however, that except where prohibited by such law, regulation or order, Recipient shall provide Owner with notice of such requirement at least ten (10) business days notice prior to such disclosure; (ii) to the directors, employees and agents of Recipient, but only to the extent necessary for the performance of their duties to Recipient and subject to the same restrictions on confidentiality and use contained herein. c. Recipient's obligation of non-disclosure under this Agreement shall include, but not be limited to, keeping information out of any computer which is owned, controlled by or accessible to any third party. 4. Permissible Use of Proprietary Information. Recipient shall only use the Proprietary Information solely and exclusively for the purpose of evaluating a potential transaction between Recipient and Owner, and for no other reason whatsoever. Recipient agrees not to manufacture, sell, deal in or otherwise use or appropriate the disclosed Proprietary Information in any way whatsoever, including but not limited to adaptation, imitation, redesign, or modification. Nothing contained in this agreement shall be deemed to give Recipient a license or any other rights whatsoever in or to the Proprietary Information, all of which shall remain the sole and exclusive property of Owner. In the event that Recipient decides not to proceed with the proposed business relationship or if requested by Owner, Recipient shall immediately cease all use of the Proprietary Information and return all Proprietary Information and all copies and extracts thereof to Owner. 5. No Obligation. Recipient understands and agrees that nothing in this Agreement obligates or requires Owner to disclose any information or provide any product samples, prototypes or any other item or object to Recipient, nor shall Owner be obligated to negotiate or enter into any agreement or relationship with Recipient. 6. Indemnification. Recipient hereby agrees to indemnify, defend, protect and hold harmless Owner and its shareholders, directors, officers, employees, contractors, attorneys, successors and assigns, and each of them, from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) arising out of a breach or alleged breach of Recipient's representations, warranties or agreements made hereunder, or any act of Recipient not specifically authorized by Owner. 7. Equitable Relief. It is agreed that the rights granted to the parties hereunder are of a special and unique kind and character and that, if there is a breach by any party of any material provision of this Agreement, the other party or parties would not have an adequate remedy at law. It is expressly agreed, therefore, that the rights of the parties hereunder may be enforced by equitable relief as is provided under the laws of the State of California. Recipient may disclose Proprietary Information only in the following

8. Non-Waiver. Any waiver by Owner of a default by Recipient in observing and/or performing its obligations under this Agreement shall not be deemed to be a waiver of that default by any other party hereto or a waiver of any subsequent breach of that obligation, or of any other obligation under this Agreement. The exercise or non-exercise by Owner of any right, remedy or power consequent upon default by Recipient in observing and/or performing its obligations under this Agreement shall be without prejudice to and shall not prevent the exercise of any other right, remedy or power conferred by this Agreement or otherwise. 9. Survival of Representations and Warranties. All representations, warranties, covenants and agreements of Recipient contained in this Agreement shall survive the execution and delivery of this Agreement. 10. Attorneys' Fees. Should any party hereto institute any action or proceeding at law or in equity, or in connection with an arbitration, to enforce any provision of this Agreement, including an action for declaratory relief, or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision thereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys' fees and costs for services rendered to the prevailing party in such action or proceeding or in connection with the collection of any judgment thereby obtained. 11. Full Authority. Each of the parties and signatories to this Agreement represents and warrants that he has the full right, power, legal capacity and authority to enter into and perform the parties' respective obligations hereunder and that such obligations shall be binding upon such party without the requirement of the approval or consent of any other person or entity in connection herewith. Each person signing this Agreement on behalf of an entity represents and warrants that he has the full right, power, legal capacity and authority to sign this Agreement on behalf of such entity. Any party or signatory hereto that is a corporation represents and warrants that it is duly organized and existing under the laws of the state where it is incorporated and that the persons whose signatures are fixed below are authorized to execute this Agreement on behalf of such corporation. 12. Miscellaneous.

a. Applicable Law. This Agreement shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within California. Recipient hereby irrevocably consents to the jurisdiction of any and all of the courts located within the County of Orange, State of California. b. Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. In the event any portion of this Agreement is determined to be invalid or unenforceable, the balance of all other provisions shall remain in full force and effect. c. Further Assurances. Recipient shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder to carry out the intent of the parties hereto.

d. No Representations. Recipient acknowledges that it has not executed this Agreement in reliance on any promise, representation, or warranty whatsoever, express or implied, written or oral, not contained herein concerning the subject matter hereof. e. Modifications or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto. f. Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and permissible assigns. g. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and cancelled in their entirety and are of no further force or effect. h. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. i. Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires. j. Captions. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. Should there be any conflict between any such caption and the section at the head of which it appears, the section and not such caption shall control and govern in the construction of this Agreement. k. Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and at the place first above written. Owner: ______________________________ By: ______________________________ Recipient: ______________________________ ______________________________

Its:

______________________________

______________________________