Non-Disclosure Agreement




THIS AGREEMENT is between XMULTIPLE Technologies ("Company") and ____________________________________________________________ ("Recipient") located at ______________________________________________________________________.

XMULTIPLE Technologies customers purchasing or sub-contractors developing Communication Equipment or other parties interested in a business relationships with XMULTIPLE have indicated the wish to obtain, in addition to the product information which may include, software with source code or executable code and associated documentation, blueprints, drawings, and product circuit diagrams. XMULTIPLE , as the manufacturer of this interconnection/communication equipment and the owner of the blueprints, code, drawings and circuit diagrams relating thereto, is willing to disclose to the undersigned Recipient such confidential information as XMULTIPLE deems appropriate. The disclosure of information will be made on the following basis:

1. Confidential Information shall mean blueprints, drawings, circuit diagrams, technical, economic or descriptive information and concepts, or know-how relating to the use of the XMULTIPLE Interconnection/Communication Equipment which is disclosed directly or indirectly by XMULTIPLE , or its affiliates in writing or otherwise, except any portion of such information which:

(a) You can demonstrate by written evidence to have been in your possession prior to disclosure by us or our affiliates and is not subject to any obligation of secrecy to a third party: or

(b) Is presently or hereafter becomes a part of the public domain through no act or fault on your part.

2. Agree not to disclose Confidential Information to any third party including your affiliates or shareholders, or use same on behalf of any one else without first obtaining written authorization from XMULTIPLE .

3. Agree to use the Confidential Information only for the performance of standard maintenance and repair activities for the undersigned customers and for no other purpose.

4. Nothing herein shall prevent the undersigned from disclosing or using, in accordance with the terms under which it is received, information lawfully received from third parties who require said information directly or indirectly from XMULTIPLE .

5. For the purpose of paragraphs 1 and 4, disclosures made to the undersigned, under this agreement which are specific as to engineering, design, or operating conditions, shall not be deemed to be within the foregoing executions merely because they are embraced by more general disclosures. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain, in the undersigned possession or received from a third party, but only in the combination itself and its principle of operation have been so disclosed.

6. Agree to limit disclosure of Confidential Information within your organization to only those employees who need to use Confidential Information in conjunction with the use described in paragraph 3, and who are obligated to you by a secrecy agreement with terms concerning disclosures and use at least restrictive as those herein.

7. Upon XMULTIPLE 's request, agree to return forthwith all Confidential Information to us including all copies made thereof.

8. Nothing contained herein shall be construed to grant you any immunity or license under any patent.

9. Drawings to be provided as part of this agreement are as follows:

Drawing No. Description Cost No. of Copies

10. Facsimiles of this executed document will be treated as original documents and are valid and binding on all parties.

11. Recipient acknowledges the sensitivity implicit in these activities and thereby recongnizes its obligation to act in a most discrete manner.

If the foregoing conditions are acceptable, please have an authorized officer of the undersigned company execute two (2) copies of this agreement in the space provided below and return both copies of XMULTIPLE for approval signature and one complete copy will be sent to the undersigned company.

The drawings will be mailed within 15 days after receipt of the signed agreement.

Company Name: __________________________________________________________
Address: __________________________________________________________

Authorized Signature: __________________________________________________________
Title: __________________________________________________________
Date: __________________________________________________________

XMULTIPLE Technologies
543 Country Club Drive #B128
Simi Valley, CA 93065

Authorized Signature: __________________________________________________________
Title: __________________________________________________________
Date: __________________________________________________________