NON-DISCLOSURE AGREEMENT THIS AGREEMENT, effective as of __________, 200__ (hereinafter referred to as the Effective Date), by and between (hereinafter

referred to as Owner), with offices at 12306 Montague Street, Pacoima, California 91331, and , (hereinafter referred to as Recipient), with offices at ; WHEREAS A. Owner possesses certain Proprietary Information which Owner is willing to disclose to Recipient on the terms set out below; B. Recipient is willing to accept the Proprietary Information on those terms and to use the Proprietary Information only for the purpose of (hereinafter referred to as the Permitted Purpose). NOW THEREFORE, the parties hereby agree as follows 1. Confidential Information means any and all information whether commercial or technical relating to the business of Owner, including without limitation, know-how, data, processes, designs, photographs, drawings, specifications, software programs, and samples, which is marked with an indicator such as Confidential or Proprietary, but excluding information which: 1.1 Recipient; Is or comes into the public domain otherwise than by disclosure or default by the

1.2 Was or is lawfully obtained or available from a third party who was lawfully in possession of the same and free to disclose it; or; 1.3 Was already known to the Recipient as evidenced by written record pre-dating such disclosure. 2. In consideration of Owner disclosing Proprietary Information, Recipient agrees that during the Term of this Agreement and for three (3) years thereafter, it will: 2.1 manner; Keep confidential all Proprietary Information that it may acquire in any

2.2 Use such Proprietary Information exclusively for the Permitted Purpose and not to use the Proprietary Information for the Recipients own purposes or benefit; 2.3 Not disclose such Proprietary Information to anybody, except to authorised employees or other agents of Recipient who need to have access to the Proprietary Information for the purpose of carrying out their duties in connection with the Permitted Purpose;
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2.4 Inform every entity or person to whom it discloses Proprietary Information that it is confidential and obtain their agreement to keep it confidential on the same terms as this Agreement; 2.5 To keep safe any drawings, documents, samples or materials provided on loan by Owner, to not reproduce, part with possession of, modify or otherwise interfere with such items, to return them immediately upon Owners request and in any event spontaneously when no longer required for the purposes of this Agreement; 2.6 Notify Owner immediately upon becoming aware of any breach of confidence by any entity or individual to whom Recipient has disclosed the Proprietary Information and give all necessary assistance in connection with any steps which Owner may wish to take to prevent, stop or obtain compensation for such breach or threatened breach. 3. Nothing in this Agreement shall be deemed to grant Recipient a licence, expressly or by implication, under any patent, copyright or other intellectual property right. Recipient hereby acknowledges and confirms that all existing and future intellectual property rights relating to the Proprietary Information are the exclusive property of Owner. Recipient will not apply for or obtain any intellectual property protection in respect of the Proprietary Information. All intellectual property rights relating to any drawings, documents and work carried out by Recipient (whether past, present or future) using the Proprietary Information will belong to and will vest in Owner. Recipient will do all such things and execute all documents necessary to enable Owner to obtain, defend or enforce its rights in such drawings, documents and work. 4. INJUNCTIVE RELIEF: Recipient hereby agrees that available remedies at law would be inadequate in the event of any breach or threatened breach by either party of Proprietary Information, and that Owner would be irreparably harmed in the event of such breach or threatened breach. In the event of any breach or threatened breach of Proprietary Information, by Recipient, Owner shall be entitled to injunctive relief restraining any such breach or threatened breach. 5. EMPLOYEE OBLIGATIONS: Recipient shall ensure that any of its employees or agents, who receive Proprietary Information under this Agreement, are bound by the terms of the Agreement to the same extent as that party. 6. CHOICE OF LAW: ATTORNEYS' FEES: This Agreement shall be governed by the laws of the State of California, but without regard to its conflict of laws provisions. In the event of any litigation arising in any manner out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs. 7. CUMULATIVE RIGHTS: Each and all of the several rights and remedies provided for in this Agreement shall be cumulative. No one right or remedy shall be exclusive of the others or of any right or remedy allowed in law or in equity. No waiver or indulgence by either party of any failure by the other party to keep or perform any promise or condition of this Agreement shall be a waiver of any preceding or succeeding breach of the same or any other promise or condition. No waiver by either party of any right shall be construed as a waiver of any other right. Owner shall not be required to give notice to enforce strict adherence to all terms of this Agreement. This Agreement is not intended to limit any rights that either party may have under any other agreement or at law with respect to trade secrets or other proprietary rights.
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8. TERM & TERMINATION. The term of this Agreement shall be for three (3) years, which shall be automatically renewable for additional three (3) year terms provided this agreement is not terminated by Owner, by providing notice to Recipient of Owners intent, no less than thirty (30) days prior to the end of the initial or any subsequent term. 9. SEVERABILITY: If any provision of this Agreement is illegal or unenforceable, its invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision. If any provision of this Agreement does not comply with any law, ordinance or regulation, such provision to the extent possible shall be interpreted in such a manner to comply with such law, ordinance or regulation, or if such interpretation is not possible, it shall be deemed to satisfy the minimum requirements thereof. This Agreement may be executed by facsimile and in counterpart copies. 10. ENTIRE AGREEMENT: This document represents the entire understanding and agreement between the parties and supersedes all prior writings or understandings with respect to the subject matter hereof and may not be modified except by a further written agreement signed by the parties. IN WITNESS WHEREOF the parties have caused this Agreement to be duly signed as of the Effective Date. For and on behalf of Recipient: Signed: Name: Title: For and on behalf of Owner: Signed: Name: Title:

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