RECIPROCAL NON-DISCLOSURE AND NON-CIRCUMVENTION

AGREEMENT

This Reciprocal Non-Disclosure and Non-Circumvention Agreement (hereinafter this

“Agreement”) is entered into this _________ day of _________________, 2011, by and between
__________________ and ___________________, individually or collectively (“Party1”) and
__________________ and ____________________, individually or collectively (“Party2”). This
Agreement shall supersede all prior Non-disclosure Agreements, whether reciprocal or one-way
between Party1 and Party2.

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of their future
obligations; and

WHEREAS the undersigned desire to enter into a working business relationship for the mutual and
common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners and other
associated Organizations (hereafter referred to as the “Affiliates”).

WHEREAS Party1 wishes to disclose to Party2 on a confidential basis certain information relating
to its interests and business plans (hereinafter “Party1 Subject Matter”), which information Party1
deems confidential, for the purpose of exploring the potential for a joint business relationship; and

WHEREAS Party2 wishes to disclose to Party1 on a confidential basis certain information relating
to its interests and business plans (hereinafter “Party2 Subject Matter”), which information Party2
deems confidential, for the purpose of exploring the potential for a joint business relationship; and

WHEREAS each party is willing to receive such information of the other party subject to the terms
of this Agreement.

NOW THEREFORE, in consideration of these premises and of the mutual promises and covenants
herein, it is hereby agreed as follows:

1. In this Agreement, “Confidential Information” shall mean written or documentary,

recorded, machine readable, or other information in a tangible form which relates to Party1
Subject Matter or Party2 Subject Matter, which is received by one party from the other
party, and is marked proprietary, confidential, or bears a marking of like import, or which
the disclosing party states in writing at the time of transmittal to, or receipt by, the receiving
party is to be considered confidential. Orally disclosed information shall be considered
confidential only if, within ten (10) days after an oral disclosure thereof, the disclosing
party confirms in writing delivered to the receiving party the confidential nature of such
orally disclosed information. Such writing shall be sufficiently specific to enable the
receiving party to identify the information considered to be confidential by the disclosing
party.

2. Information shall not be deemed confidential, and the receiving party shall have no
obligation with respect to any such information, which:

a. is or becomes publicly known through no wrongful act of the receiving party; or

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 b. is already known or becomes known to the receiving party through disclosure by
sources other than disclosing party, having the right to disclose such confidential
information, as evidenced by competent proof thereof; or

c. is approved for release by the prior written approval of the disclosing party; or

d. is rightfully received by the receiving party from a third party without restriction and
without breach of this Agreement; or

e. is disclosed by the disclosing party to a third party without a similar restriction on the
rights of such third party; or

f. is independently developed by the receiving party without the use of the Confidential
Information.

3. The receiving party shall not, directly or indirectly, deal with, use, re-engineer, reverse
engineer, copy, or exploit the Confidential Information except as is required for the purpose
of exploring the potential for a joint business relationship as set forth above, or as otherwise
permitted by the disclosing party, or unless disclosure is required by law.

4. The receiving party shall use its best efforts to maintain the secrecy of the Confidential
Information and will not disclose, divulge or publish such information to any third party
except as set forth in this Agreement. Receiving party shall disclose the Confidential
Information only to those of its employees and/or independent contractors who have a need
to know the Confidential Information for the purpose set forth above. Receiving party
shall, prior to disclosing the Confidential Information to such employees and/or
independent contractors, obtain their agreement to receive and use the Confidential
Information on a confidential basis on the same conditions as contained in this Agreement.
The receiving party shall maintain a list of all persons who receive the Confidential
Information from time to time, and this list shall be made available to the disclosing party
upon request.

5. The parties will not, in any manner, solicit, nor accept any business in any manner from
sources not their affiliates, which sources were made available through this agreement, without the
express permission of the party who made available the source; and,

6. The parties will not circumvent, or negotiate, complete or assist in the negotiation or
completion of any transaction (no matter how remote) relating to the business of the other
party, contacts or associates for the purpose of avoiding a fee or a contractual relationship
with one another. Likewise, any transactions set in motion by either party in relationship to
this Agreement are subject to acceptance in writing by the other party. Neither party shall
intentionally undermine transactional opportunities in order to evade the provisions of this
Agreement; and,

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7. That they will not disclose names and addresses, telephone and telefax or telex numbers or
any other contacts by either party to third parties, and that they each recognize such contacts
as exclusive property of the respective parties and that they will not enter into direct
negotiations or transactions with such contacts revealed by other parties; and

8. The term of this Agreement shall be for a period of three (3) years following the effective
date first written above. Notwithstanding the above, however, the provisions concerning
non-disclosure of Confidential Information received under this Agreement shall survive for
a period of two (2) years after the expiration of the term of this Agreement.

9. Upon the request of the disclosing party or after the term of this Agreement, whichever is
sooner, the receiving party shall cease use of Confidential Information received from the
disclosing party, and shall destroy all such Confidential Information, including copies
thereof, and shall furnish the disclosing party with written certification of destruction, or,
upon request of the disclosing party shall return such Confidential Information to the
disclosing party. Notwithstanding the other provisions of this paragraph, the receiving party
may make and retain one copy of such Confidential Information for archival purposes only.

10. This Agreement is only for the purpose of protecting Confidential Information and shall not
be construed as a teaming agreement, joint venture, or other contractual arrangement or as
an obligation to enter into a contract, subcontract, or other business relationship.

11. All information and all tangible forms of information including, but not limited to,
documents, drawings, specifications, prototypes, samples, and the like received hereunder
by the receiving party shall remain the property of the disclosing party.

12. Nothing contained in this Agreement shall be construed (i) as requiring the disclosing party
to disclose, or the receiving party to accept, any particular information or (ii) as granting to
a party a license, either express or implied, under any patent, copyright, trade secret, or
other intellectual property right now or hereafter owned, obtained, or licensable by the other
party.

13. There are no representations, premises, warranties, covenants or undertakings other than
those contained in this Agreement, which represents the entire understanding of the parties.
This Agreement supercedes all prior agreements, written or oral, between Party1 and Party2
relating to the subject matter of this Agreement. This Agreement may not be modified or
amended except by written agreements signed by an authorized representative of each of the
parties. This Agreement shall endure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties hereto.

14. Each party acknowledges that its breach of this Agreement may result in immediate and
irreparable harm to the disclosing party, for which there may be no adequate remedy at law,
and the disclosing party shall be entitled to seek equitable relief to compel the receiving
party to cease and desist all unauthorized use and disclosure of the Confidential Information
of the disclosing party and in the case of circumvention, the circumvented party shall be
entitled to seek equitable compensation for its loss from the circumventing party.

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15. Under this Agreement disclosures by Party1 shall be governed and construed in accordance
with the laws of the State of ___________ without giving effect to any conflict of laws and
provisions. Any dispute relating to this Agreement or the subject matter disclosed by
Party1 shall be resolved exclusively before the federal or state courts of the State of
___________.

Under this Agreement disclosures by Party2 shall be governed and construed in accordance
with the laws of _________ without giving effect to any conflict of laws and provisions.
Any dispute relating to this Agreement or the subject matter disclosed by Party2 shall be
resolved exclusively before the federal or state courts of ___________.

16. The various sections of this Agreement are severable and the invalidity of one does not
affect the enforceability of the other provisions of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate
originals by their duly authorized representatives as of the date and year first above written.

____________________________ (“Party1”) _______________________________ (“Party2”)

Signed:______________________________ Signed:___________________________________

Printed Name:_________________________ Printed Name: _____________________________

Telephone:____________________________ Telephone: ________________________________

Date:________________________________ Date: ____________________________________

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