Investor Disclosure Agreement

INVESTOR DISCLOSURE AGREEMENT

This Investor Disclosure Agreement (the Agreement) is made and entered into effective as of by and between Discloser Name: , whose principal place of business or residence is (Discloser), and Investor Name: , whose primary address is (Investor).

RECITALS

WHEREAS, Discloser possesses certain confidential, proprietary, technical and financial information relating to its business, operations, assets and proposed financing opportunities, some of which may be material and non-public (Confidential Information); and

WHEREAS, Investor desires to evaluate a possible investment or other business relationship with Discloser (the Purpose), and Discloser is willing to disclose Confidential Information for the limited Purpose on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the disclosure and use of Confidential Information.

NOW THEREFORE

In consideration of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Discloser to Investor, whether disclosed orally, in writing, visually or electronically, including but not limited to financial statements, business plans, customer lists, product specifications, source code, projections, valuations, due diligence materials, contracts, and negotiations. Confidential Information includes information expressly identified as confidential and information that, by its nature or the circumstances of disclosure, would reasonably be understood to be confidential.

1.2 "Representatives" means a party's employees, officers, directors, legal counsel, accountants, and financing sources who have a need to know Confidential Information for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement.

2. DISCLOSURE

2.1 Discloser may provide Investor with Confidential Information described in the attached disclosure schedule or otherwise delivered to Investor. Material items to be disclosed at the time of execution are summarized below and, if additional items are disclosed, they shall be documented in writing and appended to this Agreement.

2.2 All Confidential Information delivered to Investor shall be and remain the sole and exclusive property of Discloser. Delivery of such information shall not confer any express or implied license, sublicense, ownership or other right in or to the Confidential Information except as expressly set forth in this Agreement.

3. CONFIDENTIALITY OBLIGATIONS

3.1 Investor shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to evaluate the Purpose; and (c) not disclose Confidential Information to any third party except to Representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

3.2 The obligations in Section 3 shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Agreement by Investor or its Representatives; (b) was in Investor's lawful possession prior to receipt from Discloser, as evidenced by written records; (c) is received by Investor without restriction from a third party who has the right to disclose it; or (d) is independently developed by Investor without use of or reference to Discloser's Confidential Information.

3.3 If Investor or any of its Representatives is compelled by law or order of a court or regulatory authority to disclose Confidential Information, Investor shall, to the extent permitted, provide Discloser prompt written notice so that Discloser may seek protective measures and shall disclose only that portion of the Confidential Information that is legally required.

4. USE, RETURN AND DESTRUCTION

4.1 Investor shall use the Confidential Information solely for the Purpose and shall not copy, reproduce or otherwise use such information for any competitive purpose or to solicit Discloser's customers or employees.

4.2 Upon Discloser's written request or upon termination of this Agreement, Investor shall promptly return or, at Discloser's election, destroy all Confidential Information and certify in writing that all such materials have been returned or destroyed, except that Investor may retain one archival copy solely for compliance purposes subject to the confidentiality obligations of this Agreement.

5. REPRESENTATIONS AND WARRANTIES

5.1 Discloser represents and warrants that it has the authority to disclose the Confidential Information to Investor and that such disclosure will not violate any agreement or obligation to a third party.

5.2 Investor represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) it will comply with all applicable laws in connection with its evaluation; and (c) if Investor is acting on behalf of an entity, it has authority to bind that entity.

Individual    Corporation    Limited Liability Company    Partnership    Other:

Accredited investor (certifies qualification)    Sophisticated investor (possesses requisite knowledge and experience)

6. NO OFFER; NO RELIANCE; NO ADVICE

6.1 Nothing in this Agreement constitutes an offer to sell or a solicitation of an offer to buy securities or to enter into any transaction. Any investment decision by Investor shall be made solely by Investor based on its own independent evaluation and analysis. Discloser does not provide legal, tax or investment advice and Investor is advised to seek independent counsel.

7. INDEMNIFICATION

7.1 Investor shall indemnify, defend and hold harmless Discloser and its Representatives from and against any and all losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of or resulting from Investor's breach of this Agreement, unauthorized use or disclosure of Confidential Information, or reliance on Confidential Information in violation of this Agreement.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE DIRECT DAMAGES PROVED BY THE CLAIMING PARTY.

9. TERM; SURVIVAL; TERMINATION

9.1 This Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated by either party upon thirty (30) days' prior written notice.

9.2 The obligations of confidentiality, indemnification and any obligations with respect to proprietary rights shall survive termination for a period of five (5) years following termination or for such longer period as required by applicable law with respect to trade secrets.

10. REMEDIES

10.1 The parties acknowledge that a breach of the confidentiality obligations may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Discloser shall be entitled to seek injunctive relief to prevent the actual or threatened breach of this Agreement.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, in each case addressed to the contact information set forth above or to such other address as a party may specify by notice to the other.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

12.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. Any modification must be in writing and signed by both parties.

12.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

13. MISCELLANEOUS

13.1 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

13.2 Waiver: No waiver of any breach shall be effective unless in writing signed by the waiving party. No single or partial exercise of any right shall preclude any other or further exercise of that right.

ACKNOWLEDGEMENTS

By signing below, Investor acknowledges that it has read and understands this Agreement, has had the opportunity to ask questions and obtain independent advice, and agrees to be bound by its terms.

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