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Bluebird Electronics Ltd

By:

Name:Title:Date:

Party Name

By:

Name:Title:Date:

Bluebird Electronics Ltd - Mutual Non-Disclosure Agreement

This Agreement is entered into this day between Bluebird Electronics Ltd, having a principle place of business atClayshore House, 150 High Street, Worton, Wiltshire. SN10 5SE and having a principle place of business at ..WHEREAS, the parties and their affiliates to this Agreement intend to engage in discussions concerning:- ...("Purpose");WHEREAS, in the course of such activities it is anticipated that the parties will disclose to each other confidentialinformation relating to the Purpose, including but not limited to products designed and manufactured by Bluebird

Electronics Ltd as set forth above, which information the Parties regard as confidential;

THEREFORE, the parties agree as follows:1. Definition. "Confidential Information" shall mean anywritten information and data of a confidential nature,whether owned by a party, an affiliate or a third partyobtained through a confidential arrangement, includingbut not limited to proprietary, technical, development,marketing, sales, operating, performance, cost, know-how, business and process information, computerprogramming techniques, and all record bearing mediacontaining or disclosing such information andtechniques, which is disclosed by one party("Discloser") to the other party ("Recipient") pursuant tothis Agreement. When appropriate, the term shall alsoinclude any samples, models or prototypes, or partsthereof.

The confidentiality obligations of this Agreement shallnot apply to any information which (a) is already in thepublic domain through no breach of this Agreement; (b)was, as between the parties, lawfully in Recipient'spossession prior to receipt from the Discloser, (c) isreceived by Recipient independently from a third partyfree to lawfully disclose such information to Recipient, or(d) is independently developed by Recipient without useof the Confidential Information. Confidential Information

shall not be deemed to be in the public domain merelybecause any part of the Confidential Information isembodied in general disclosure or because individualfeatures, components or combinations thereof are nowor become known to the public.

2. Manner of Disclosure. Confidential Information madeavailable in written form by one party or its affiliates tothe other will be conspicuously marked "Confidential" orwith similar legend before being turned over toRecipient. Any information received orally shall betreated as confidential only if a written summary of suchoral communication specifically identifying the items ofConfidential Information is furnished to the Recipient

within thirty (30) days of the date of disclosure.

3. Restrictions. All Confidential Information deliveredpursuant to this Agreement shall (a) not be copied,distributed or disseminated in any way or form byRecipient without the prior written consent of theDiscloser; (b) shall be maintained in confidence andmay only be disclosed to those employees andconsultants of Recipient or of its affiliates who have aneed to know; (c) shall not be used by Recipient for anypurpose, except as otherwise expressly stated herein,without the prior written consent of the Discloser; and

(d) shall remain the property of and be returned to theDiscloser (along with all copies thereof) within thirty (30)days of receipt by Recipient of a written request fromthe Discloser that sets forth the Confidential Informationto be returned.

4. Duration. Unless mutually agreed otherwise inwriting, Recipient's obligations hereunder with respect toeach item of Confidential Information shall expire 5years from the date of receipt by Recipient.

5. Term. This Agreement shall be effective as of thedate stated above and may be terminated withoutcause, with respect to further disclosures, upon thirty(30) days' prior written notice. This Agreement shallautomatically expire one (1) year from its effective date;provided, however, that the rights and obligationsaccruing prior to termination, as set forth herein shallsurvive the termination as specified in Section 4, above.

6. Mutual Disclaimers. The parties shall have noobligation to compensate each other for disclosures ofany information under this Agreement and shall alsohave no obligation to enter into any further agreementwith each other. It is understood and agreed that no

warranties of any kind are given by the Discloser withrespect to Confidential Information provided hereunderexcept that the Discloser warrants it has the right tomake the disclosure. The parties also understand thatno patent, copyright, trademark or other proprietary rightor license is granted by this Agreement.

7. General. This Agreement represents the entireunderstanding and agreement of the parties andsupersedes all prior communications, agreements andunderstandings relating to the subject matter hereof andshall be governed by and construed under the laws ofUnited Kingdom. Bluebird Electronics Ltd may assignthis agreement in connection with the transfer of all or

substantially all of the assets of the business unitinvolved.

8. Export. The parties acknowledge that the ConfidentialInformation disclosed by each of them under thisAgreement may be subject to import/export laws,regulations or other controls. Each party shall complywith such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the otherparty without first obtaining all required authorizations orlicenses.