Technical Site Survey NON-DISCLOSURE AGREEMENT

This Agreement is made as of the ____ day of _______ 2004, by and between Kyocera Mita America, Inc. a corporation with a place of business at 225 Sand Road, Fairfield, NJ 07004 ("Kyocera Mita"), and _____________________________________________________ (the "Receiving Party"), having its principal place of business at ____________________________________________________ ________________________________________. Kyocera Mita and the Receiving Party are referred to herein together as the Parties. The Parties agree as follows: 1. The following definitions of terms shall apply herein:

"Confidential Information" is all business, technical, financial, marketing, software, and computer information related to Kyocera Mita, and its products, customers, employees, systems, plans, and related matters, which is not available to the public and which is disclosed by, or learned from Kyocera Mita or its Affiliates. Confidential Information may be in the form of, but is not limited to, documents, lists, drawings, designs, models, hardware, software, computer files, prototypes, photographs, video and audio recordings, digital and electronic media, and shall remain the property of Kyocera Mita and/or its Affiliates. The relationship of the Parties, and the development work to be done by the Receiving Party for Kyocera Mita shall not be disclosed to any third party without the written authorization of Kyocera Mita, and shall be considered to be part of the Confidential Information. "Affiliates" are Kyocera Corporation and Kyocera Mita Corporation 2. The Receiving Party may use the Confidential Information solely for the limited purpose of evaluating or forming a business relationship with Kyocera Mita. The Receiving Party shall not put the Confidential Information to commercial or business use, either directly or indirectly without the written authorization of Kyocera Mita or its Affiliates. The Receiving Party shall not for itself, or cause or permit any third party to, register or apply for a patent or copyright in any country based upon any of the Confidential Information. 3. The Receiving Party shall maintain the Confidential Information as secret and confidential, and shall not disclose Confidential Information to any person except employees of Receiving Party having a need to know for the purposes authorized above. The Receiving Party shall take appropriate action, by instruction or agreement with its employees to maintain the confidentiality of the Confidential Information. When maintaining the Confidential Information, the Receiving Party shall use at least the same degree of care that it employs with its own confidential information but no less than a reasonable degree of care. 4. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right, is either granted or implied by the conveying of Confidential Information to the Receiving Party. None of the Confidential Information that is disclosed shall constitute any representation, warranty, assurance, guarantee or inducement of any kind, including that the Confidential Information does not infringe upon the intellectual property rights of others. 5. The Receiving Party shall adhere to the United States export control laws and regulations and shall not export or re-export any Confidential Information received from Kyocera Mita or its Affiliates to any person or company in contradiction to the United States export control laws and regulations. This requirement is not limited by the time period stated in this Agreement.

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The Receiving Party shall have no obligation to the extent that: a. b. c. d. e. the Confidential Information was, at the time of disclosure, in the public domain; the Confidential Information became part of the public domain by publication or otherwise without a breach of the provisions of this Agreement; the Confidential Information was known by the Receiving Party at the time of disclosure without any obligation of confidentiality; or the Confidential Information was disclosed to the Receiving Party by a third party without breach of any obligation of confidentiality. the Confidential Information was independently developed by employees or agents of the Receiving Party without reference to Confidential Information disclosed hereunder and such development can be established through the written records and other evidence of the Receiving Party.

7. Confidential Information may be disclosed by the Receiving Party on a limited basis, if such disclosure is compelled pursuant to a duly constituted legal judicial or administrative proceeding. However, the Receiving Party shall petition the judicial or administrative body to keep the information confidential, and shall provide Kyocera Mita with at least twenty (20) days prior written notice of any such disclosure. 8. This Agreement shall continue in force for one year. The obligations set forth herein shall survive termination of this Agreement for a period of five (5) years thereafter. Upon termination, the Receiving Party shall immediately cease using the Confidential Information, and return or destroy the Confidential Information to the Kyocera Mita, if so requested. This Agreement shall be construed in accordance with the laws of the State of New Jersey. 9. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable. This Agreement is the entire Agreement between the Parties relating to the subject matter hereof and supersedes all prior Agreements, written or oral. This Agreement may be modified only by a writing signed by both Parties. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding that term, all other terms of this Agreement shall remain in full force and effect. A signed version of this Agreement transmitted by facsimile machine or electronic digital media shall be binding on Parties that have signed. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above. Receiving Partys Legal Name: Kyocera Mita America, Inc. By:_____________________________ Title:_______________Date:________ By:___________________________ Title:______________Date:________

C:NonDis Form Kyocera