Mutual Non-Disclosure, Non-Circumvent Agreement

All parties:

We are about to enter into discussions concerning certain proposed business transactions
between our respective companies. In connection therewith and in order to evaluate the proposed
transactions and to conduct appropriate negotiations each of us may receive certain proprietary, financial
and business information concerning the other, including, but not limited to, financial, computer
software, marketing data, prospect and customer data ("Information").

We each hereby mutually agree to preserve the confidentiality of such Information. Without
limiting the generality of the foregoing we mutually agree as follows:

1. Each of us shall maintain in full confidence and shall not use or disclose, except as permitted herein,
any of the Information furnished to it by the other or any analyses, compilations, studies, or other
documents or records prepared by either of us or our respective directors, officers, employees,
attorneys, accountants or other representatives (collectively "Representatives") which contain or
otherwise reflect or are generated from such Information, whether furnished or created before or
after the date of this letter.

2. The Information will not be used by you except for the purposes described above and will be kept
confidential by the Recipient and its Representatives and not disclosed without prior written consent
of the party providing the Information, except that any of the Information may be disclosed to
Representatives of the Recipient to the extent that they need to know such Information for the
purpose described above, provided that such Representatives shall be instructed by the Recipient to
maintain the confidentiality of the Information and not to use it other than for the purpose described
above and, in any event, the Recipient shall be responsible for any breach of this Agreement by its
Representatives.

3. Without the prior written consent of the party providing same, neither the Recipient nor its
Representatives will disclose that the Information has been made available, that the Information has
been inspected, that discussions are taking place, or any other facts with respect to the discussions.

4. The following will not constitute Information for the purposes of this Agreement: (a) Information
which is or becomes generally available to the public other than as a result of a disclosure by the
Recipient or its Representatives; (b) Information which the Recipient reasonably can demonstrate
was known to it or its Representatives on a non-confidential basis prior to its disclosure to the
Recipient or its Representatives; or (c) Information which becomes available to the Recipient or its
Representatives from another source provided that, to the Recipient’s reasonable knowledge, such
source is not subject to any prohibition against transmitting such Information.

5. In the event either party is required by law to disclose any Information in connection with any
administrative, civil or criminal proceeding (whether by way of notice, subpoena, order or
otherwise), such disclosure shall not be deemed a violation hereof, provided, that

(a) the party whose Information is to be disclosed is immediately notified of any request for such
disclosure and

(b) in making the disclosure, the disclosing party takes all steps reasonably required to protect the
confidentiality of the Information being disclosed including, but not limited to, (i) advising the
recipient of the existence of this agreement and (ii) obtaining an appropriate stipulation or order of
confidentiality.

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 Mutual Non-Disclosure, Non-Circumvent Agreement

6. Each of us shall keep a record of the Information furnished to it and of the location of such
Information. The written Information, except for that portion of the Information that may be found
in analyses, compilations, studies or other documents prepared by or for the Recipient, will be
returned to the party providing the same immediately upon its request. That portion of the
Information that may be found in analyses, compilations, studies or other documents prepared by or
for the Recipient and any written Information not so returned will be destroyed upon request and all
non written Information will be held in confidence.

7. The Information shall include all Customer data. Each party shall identify a new Customer in writing
to the other party. This establishes the Primary party/Customer relationship. Any pre-existing
relationship with the Customer shall be disclosed by the Secondary party immediately if such exists.
Both parties agree to respect one another’s Customer relationships and each agree to not circumvent
these Customer relationships for any reason. Any and all transactions with Customers are governed
by this agreement for the specified term. All interactions with the Primary party’s Customer shall be
within the scope of the work agreed upon and any additions, deletions or modifications to the scope
of work or any recommendations of 3rd party services or goods shall be presented to Customers only
with the advance written consent of the Primary party.

8. Each of us shall immediately notify the other of any facts from which it appears that any Information
may have been disclosed other than as provided for herein.

9. It is recognized and agreed that the programs marketed or licensed or under development by either of
us, and the content thereto and related documentary information (hereinafter collectively
"Confidential data") constitute valuable assets and trade secrets and that title thereto and all patents,
trademarks, copyright and trade secret rights with respect thereto remain exclusively with the party
providing the same. Other than as expressly permitted neither party shall have rights in or to such
confidential property.

Neither party shall sell, transfer, use, publish or disclose the Confidential Software or take any steps
to discover same including, but not limited to, decompiling, reverse engineering or disassembling.
Each of us shall take reasonable steps to assure that our employees and any person or entities to
which we supply such confidential data are aware of and comply with the foregoing. Any data
disclosed will be treated with the utmost degree of confidentiality.

10. Nothing in this agreement shall be construed to grant the right to independently develop or distribute
products or services that are functionally similar to the other party’s product. A party is permitted to
do so, however, so long as the development of products similar to those contemplated (i) do not
infringe upon the other party’s products; and (ii) are created or developed through the party’s own
efforts and not from confidential or proprietary Information exchanged.

11. The confidentiality provisions set forth herein are in addition to such rights either of us may have
pursuant to copyrights, patents, trademarks, trade secret or other protection afforded at law or in
equity.

12. The parties agree that money damages would not be a sufficient remedy for any breach of this
Agreement by the Recipient or its Representatives and each shall be entitled to specific performance
and temporary and permanent injunctive relief without posting a bond and without proof of actual
damages as remedies available at law or equity.

13. Each party reserves the right, in its sole and absolute discretion, to reject any or all proposals and to
terminate discussions and negotiations at any time.

14. This Agreement shall bind the parties and their heirs, successors and assigns.

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 Mutual Non-Disclosure, Non-Circumvent Agreement

15. The Recipient shall hold each instance of disclosure in confidence for a period of two (2) years from
the date of disclosure. This Agreement and the confidentiality requirements thereof shall survive any
termination of our discussions.

16. Any controversy arising out of or relating to this Agreement, or the making or breach thereof, shall
be determined by a state or federal court located in the State of California and in no other forum.
Each of us hereby submits to the exclusive jurisdiction of said courts and acknowledges that the
matters covered hereby constitute the transaction of business by each of us within the State of
California.

17. This Agreement shall be governed and construed in accordance with the laws of the State of
California applicable to agreements made and to be performed within such state.

Agreed to and accepted:

1st Party: Authorized Signature 2nd Party: Authorized Signature

Name/Title Name/Title

1st Party: Company Name 2nd Party: Company Name

Date Date

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