This Model Non-Disclosure (Agreement) is a form agreement for use only in connection with discussions between a small business

participating in the !A"s !#$ %rogram ( !#$ &ompany) and a prime contractor regarding a possible business relationship' where the discussions will in(ol(e the disclosure of each party"s confidential information) !ecause this NDA is only a form agreement' it must be adapted by the parties to meet their specific re*uirements and e+pectations) This NDA does not in any way constitute legal ad(ice from ,olland - .night //%) 0ach party to this agreement should see1 the ad(ice of professionals to assist in understanding the terms and conditions of the NDA' determining how such terms and conditions may impact agreements into which the parties pre(iously entered' and determining what changes are necessary to adapt it to their specific needs)

MUTUAL NON-DISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this Agreement) effective this ___ day of ______, 2004 (Effective Date) is made by and between ____________________ (___________) a __________________ cor oration with an office !ocated at and __________________ (___________) a ___________ cor oration with an office !ocated at (each a!so individ"a!!y referred to as #arty and together as #arties)$ WHEREAS, each #arty has va!"ab!e %onfidentia! &nformation (as defined be!ow in 'ection 2), and for the so!e "r ose of disc"ssing and eva!"ating a ossib!e b"siness arrangement between the #arties described in 'ection ( be!ow (the )#ermitted *se)), each #arty desires to receive the other #arty+s %onfidentia! &nformation whi!e agreeing to maintain a!! s"ch %onfidentia! &nformation in strict confidence and to "se s"ch %onfidentia! &nformation so!e!y for the #ermitted *se, and WHEREAS, each #arty is wi!!ing to disc!ose the %onfidentia! &nformation to the other so !ong as the receiving #arty agrees to maintain a!! s"ch %onfidentia! &nformation in strict confidence and "se s"ch %onfidentia! &nformation so!e!y for the #ermitted *se, NOW, THEREFORE, in consideration of the m"t"a! romises e- ressed herein, the #arties agree as fo!!ows. /$ Representatives. Each #arty+s re resentative for coordinating disc!os"re or recei t of %onfidentia! &nformation is. (i) for 0name o entit!1 . name. _______, tit!e ______________ and address. ____________________________________________ and (ii) for 0name o ot"er entit!1. name. ____________________, tit!e ________________ and address. _____________________________________________________________________________$ 2$ Des#ription o Con i$entia% In ormation. 2or "r oses of this Agreement, the #arty disc!osing its %onfidentia! &nformation is the )Disc!oser) and the #arty receiving s"ch %onfidentia! &nformation is )3eci ient$) 2or "r oses of this Agreement, a 3eci ient is !imited so!e!y to the #arties as defined in the first aragra h of this Agreement$ %onfidentia! &nformation means any information which is disc!osed by Disc!oser and which is or sho"!d be reasonab!y "nderstood to be confidentia! or ro rietary to the Disc!oser, inc!"ding, witho"t !imitation, information re!ating to or otherwise concerning Disc!oser+s b"siness, rod"cts, techno!ogy, services, finances, "sers, technica! data, too!s, so"rce code, rod"ct designs and !ans, and other mar4eting and technica! information and other "n "b!ished information$ 5he 1

#arties agree that confidentia! or ro rietary information conveyed in written or other tangib!e form sha!! be deemed %onfidentia! &nformation "nder this Agreement if it is so designated by Disc!oser by rominent!y mar4ing it with a confidentia!, ro rietary, or simi!ar !egend$ &nformation disc!osed in other than a tangib!e form sha!! be treated as %onfidentia! &nformation, if before its disc!os"re, Disc!oser advises 3eci ient that it wi!! be disc!osing %onfidentia! &nformation and within thirty ((0) days after disc!os"re, Disc!oser s"mmari6es the %onfidentia! &nformation in writing and mar4s it with a confidentia! or simi!ar !egend and de!ivers it to 3eci ient$ ($ Use an$ Non$is#%os&re o Con i$entia% In ormation. 3eci ient sha!! have the right to "se the %onfidentia! &nformation so!e!y for the "r ose of disc"ssing and eva!"ating a ossib!e b"siness re!ationshi between the #arties, described more f"!!y as the fo!!ows.______________________________________________________________________ 'TO (E MODIFIED DE)ENDING U)ON THE NATURE OF THE TRANSACTION*$ 4$ sha!! Con i$entia%it! )erio$. 3eci ient+s d"ty to ho!d %onfidentia! &nformation in confidence (a) in the case of %onfidentia! &nformation that is s"b7ect to the !imited or restricted data rights rovisions of the 2edera! Ac8"isition 3eg"!ation (2A3) and the De artment of Defense 2edera! Ac8"isition 3eg"!ation '" !ement (D2A3') or other restrictions a !icab!e to commercia! software or technica! data, s"rvive the e- iration or termination of this Agreement for any reason, in the case of %onfidentia! &nformation that is s"b7ect to the '9&3 data rights rovisions of D2A3' 2:2$22;<;0/= or 2A3 :2<22;<20 (or any s"ccessor c!a"ses) s"rvive the e- iration or termination of this Agreement for ten (/0) years 0NOTE+ (e#a&se o t"e non-$is#%os&re ro%%-over prote#tions o t"e S(IR )o%i#! Dire#tive, it is possi,%e t"at t"e S(IR te#"ni#a% $ata s"o&%$ "ave remaine$ se#ret or %on-er t"an t"e ./ !ear #on#ession1$

(b)

:$ Stan$ar$ o Care. 3eci ient sha!! not "se %onfidentia! &nformation for any "r ose other than the #ermitted *se, and sha!! not disc!ose, disseminate or otherwise "b!ish or comm"nicate %onfidentia! &nformation received here"nder to any erson, firm, cor oration or other third arty witho"t the rior written consent of Disc!oser, e-ce t to em !oyees, cons"!tants and re resentatives of 3eci ient who have a need to 4now and who have been informed of and have agreed to 3eci ient>s ob!igations here"nder$ Additiona!!y, if 3eci ient or any of its !icensees, agents or assignees is a"thori6ed to de!iver or disc!ose to any third arty, inc!"ding the ?overnment, any %onfidentia! &nformation, 3eci ient sha!! ens"re that s"ch de!ivery or disc!os"re is made in accordance the a !icab!e mar4ings re8"irements "nder the then<c"rrent 2A3 or the then<c"rrent D2A3'$ 3eci ient sha!! confer with Disc!oser regarding the a !icab!e mar4ing re8"irement$ @$ E0#%&sions1 Le-a%%! Re2&ire$ Dis#%os&re.

(a) 5his Agreement im oses no ob!igation " on 3eci ient with res ect to information that. (i) was in 3eci ient+s ossession witho"t a d"ty of confidentia!ity to Disc!oser before recei t from Disc!oser, (ii) is or becomes a matter of "b!ic 4now!edge thro"gh no act or 2

omission of 3eci ient, (iii) is rightf"!!y received by 3eci ient from a third arty witho"t a d"ty of confidentia!ity, (iv) is inde endent!y deve!o ed by 3eci ient, (v) is disc!osed by Disc!oser to a third arty, inc!"ding the ?overnment, witho"t a d"ty of confidentia!ity on the third arty or who ho!ds s"fficient rights or !icenses to disc!ose s"ch information to and a!!ow for "se by 3eci ient, or (vi) is disc!osed by 3eci ient with Disc!oser+s rior written a rova!$ (b) &f 3eci ient is re8"ired to disc!ose %onfidentia! &nformation "nder o eration of !aw, 3eci ient wi!! disc!ose on!y s"ch information as is !ega!!y re8"ired by order of a co"rt of com etent 7"risdiction or other com etent administrative body and wi!! "se reasonab!e efforts to obtain confidentia! treatment for any %onfidentia! &nformation that is so disc!osed$ 3eci ient wi!! rovide Disc!oser notice of s"ch ossib!e disc!os"re rior to disc!os"re in order to give Disc!oser an o ort"nity to contest s"ch disc!os"re$ ;$ Warrant!. AAB &A2C3DA5&CA EE%FAA?ED *ADE3 5F&' A?3EEDEA5 &' #3CG&DED A' &', AAD H&5FC*5 AAB HA33AA5B, HFE5FE3 EE#3E'' C3 &D#I&ED, 3E?A3D&A? &5' A%%*3A%B, %CD#IE5EAE'' C3 #E32C3DAA%E$ =$ No Ot"er Ri-"ts. &t is e- ress!y agreed between the #arties that the 3eci ient does not, thro"gh the terms of this Agreement or otherwise, obtain any rights or rivi!eges to any of the Disc!oser>s 4now<how or trade secrets concerning a!! or any ortion of the %onfidentia! &nformation$ 5his Agreement sha!! not be constr"ed as granting or confirming any rights other than as e- ress!y stated herein$ J$ Ret&rn o Con i$entia% In ormation. 3eci ient wi!!, at Disc!oser>s o tion, ret"rn or destroy (and so certify to Disc!oser) a!! tangib!e materia! embodying %onfidentia! &nformation (in any form or medi"m) at any s"ch time as Disc!oser may so re8"est$ /0$ In3&n#tive Re%ie . 3eci ient ac4now!edges that disc!os"re or "se of %onfidentia! &nformation in vio!ation of the Agreement co"!d ca"se irre arab!e harm to Disc!oser for which monetary damages may be diffic"!t to ascertain or an inade8"ate remedy$ 3eci ient therefore agrees that Disc!oser wi!! have the right, in addition to its other rights and remedies, to see4 and obtain in7"nctive re!ief for any vio!ation of this Agreement$ //$ Non4aiver. Any fai!"re by Disc!oser to enforce 3eci ient+s strict erformance of any rovision of this Agreement wi!! not constit"te a waiver of its right to s"bse8"ent!y enforce s"ch rovision or any other rovision of this Agreement$ /2$ Dis#%os&re )erio$. 5his Agreement ertains to %onfidentia! &nformation that is disc!osed d"ring the eriod commencing with the Effective Date and ending on the ear!iest of (a) termination of dea!ings between the arties, and de!ivery of written notice thereof by either arty s ecifica!!y referencing this Agreement, (b) a definitive agreement is entered into between the arties hereto, which wi!! then govern the treatment of confidentia! information disc!osed thereafter, or (c) one (/) year after the Effective Date$ /($ Mis#e%%aneo&s.

(a) Any notice, a rova!, re8"est, a"thori6ation, direction or other comm"nication "nder this Agreement sha!! be given in writing and sha!! be deemed to have been de!ivered and 3

given for a!! "r oses (i) on the de!ivery date if de!ivered ersona!!y to the #arty to whom the same is directed, (ii) one (/) b"siness day after de osit with a commercia! overnight carrier, with written verification of recei t, or (iii) five (:) b"siness days after the mai!ing date, whether or not act"a!!y received, if sent by *$'$ mai!, ret"rn recei t re8"ested, ostage and charges re aid, or any other means of ra id mai! de!ivery for which a recei t is avai!ab!e$ A!! notices sha!! be given to the #arty re resentatives and at the addresses set forth in 'ection / above$ (b) A!! additions or modifications to this Agreement m"st be made in writing and signed by the re resentative of each #arty$ (c) 5his Agreement is made "nder, and sha!! be constr"ed according to, the !aws of ______________ 'IDENTIF5 STATE* e-ce t for its conf!icts of !aws rinci !es$ Each #arty irrevocab!y consents to the 7"risdiction of the federa! andKor !oca! co"rts !ocated in ___________________ in connection with any action vio!ating this Agreement$ (d) 5his Agreement may be e-ec"ted in co"nter arts and de!ivered by facsimi!e transmission, each of which sha!! be deemed an origina! and both of which together sha!! constit"te one and the same doc"ment$ (e) Aeither #arty sha!! assign or transfer any rights or ob!igations "nder this Agreement witho"t the rior written consent of the other #arty$ '"b7ect to the !imitations set forth in this Agreement, this Agreement wi!! in"re to the benefit of and be binding " on the #arties, their s"ccessors and assigns$ (f) &f any rovision of this Agreement sha!! be he!d by a co"rt of com etent 7"risdiction to be "nenforceab!e, the remaining rovisions sha!! remain in f"!! force and effect$ IN WITNESS WHEREOF, the arties have ca"sed this Agreement to be e-ec"ted by their d"!y a"thori6ed officers as of the date first written above$ Compan! Name+ (!+ Name+ Tit%e+ Compan! Name+ (!+ Name+ Tit%e+