In consideration of NetVersant's disclosure of Confidential Information (as defined below) to Disclosee, which Disclosee acknowledges to be good and valuable consideration for its obligations hereunder, Disclosee and NetVersant hereby agree as follows:

1. "Confidential Information" as used in this Agreement shall mean any information or material which is proprietary to NetVersant or designated as Confidential Information by NetVersant, whether or not owned or developed by NetVersant, which is not generally known other than by NetVersant, and which Disclosee may obtain knowledge of through or as a result of the relationship established hereunder with NetVersant, access to NetVersant's premises, or communication with NetVersant's employees or independent contractors. Confidential Information also includes any information which NetVersant obtains from any third party which NetVersant treats as proprietary or designates as Confidential Information.

Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development); designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, new product or new technology information, marketing techniques and materials, marketing plans, timetables, strategies and development plans, (including prospective trade names or trademarks), customer names and other information related to customers, pricing policies, and financial information.

Confidential Information shall not include information that (i) is now or later becomes (except as set forth in Section 4 below) generally known to the computer industry (other than as a result of a breach of this Agreement); (ii) is independently developed by Disclosee; (iii) Disclosee lawfully obtains from any third party who has lawfully obtained such information; or (iv) is later published or generally disclosed to the public by NetVersant. Disclosee shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials.

2. Disclosee understands and acknowledges that such Confidential Information has been developed or obtained by NetVersant by the investment of significant time, effort, and expense, and that such Confidential Information provides NetVersant with a significant competitive advantage in its business.

3. Disclosee agrees to hold in confidence and not to disclose or reveal to any person or entity the Confidential Information received hereunder without the clear and express prior written consent of a duly authorized representative of NetVersant. Disclosee agrees not to use or disclose any of the Confidential Information received hereunder for any purpose at any time, other than for the limited purpose(s) of this confidence. Without limiting the generality of the foregoing, Disclosee shall not disclose any Confidential Information to any of Disclosee's employees except those employees who are required to have such Confidential Information in order to perform their functions in connection with the limited purpose of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a nondisclosure agreement substantially the same as this Agreement prior to any Confidential Information being disclosed to such employee.

4. Without limiting the generality of any of the provisions of this Confidentiality and Nondisclosure Agreement, Disclosee specifically agrees that any reports concerning Confidential Information which are not made or authorized by NetVersant and which appear in any publication prior to NetVersant's official disclosure of such Confidential Information shall not release Disclosee from its obligations hereunder with respect to such Confidential Information. Disclosee agrees that it shall not publish any review, notice or other report concerning any of NetVersant's Confidential Information prior to NetVersant's intentional disclosure, upon which intentional disclosure it will no longer be Confidential Information (but only to the extent that is actually disclosed). Any review, notice or other report shall be limited to information which is not Confidential Information.

5. It is understood that NetVersant may furnish to Disclosee certain materials, either in writing or otherwise fixed in tangible form. The parties agree that any and all of these materials shall be furnished in confidence and all of the terms and conditions of this Agreement shall apply to the disclosure or furnishing of these materials. Disclosee will not copy, alter, modify, disassemble, reverse engineer or decompile any of these material without the prior written consent of NetVersant. Disclosee agrees to return to NetVersant any and all of these materials, together with any copies (including, but not limited to, complete or partial copies incorporated into other materials) that may have been made, promptly upon the request of NetVersant or, if not requested earlier, promptly after the purpose(s) for which they were furnished have been accomplished or abandoned.

6. Disclosee represents that its has not provided or communicated any of NetVersant's Confidential Information to any third party, and will not do so in the future without the prior written consent of NetVersant.

7. This Agreement shall not be assignable by either party, and neither party may delegate its duties hereunder, without the prior written consent of the other party, which consent may be granted or denied in the sole discretion of the non-assigning party, except that in the event that more that fifty percent (50%) of the capital stock of NetVersant is acquired by any person or entity. Disclosee's consent shall not be required of an assignment of this Agreement to such person or entity. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and permitted assigns.

8. Nothing in this Agreement shall be construed as creating any obligation on the part of NetVersant to disclose any Confidential Information whatsoever. Nothing in this Agreement shall be construed as granting Disclosee any license or any other rights with respect to NetVersant's proprietary rights or Confidential Information.

9. Nothing contained in this Agreement shall be construed as creating any obligation or an expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between Disclosee and NetVersant, it being understood that Disclosee and NetVersant are independent contractors vis-a-vis one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other party hereto.

10. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The formation, interpretation and performance of this contract shall be governed by the law of the State of Florida, excluding its conflict of law rules. This Agreement may only be amended or modified in writing signed in advance by authorized representatives of Disclosee and of NetVersant.

11. Disclosee warrants and represents that it has carefully read and understood this Agreement, and Disclosee acknowledges receipt of a copy hereof. Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the person, firm or corporation, if any, set forth above his or her signature below.

IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as to the dates set forth below.

Disclosee:

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