NONDISCLOSURE AGREEMENT This Nondisclosure Agreement is made and entered into as of June , between Inc.

(the Company) and (Confidant). 1. Purpose. The parties wish to evaluate and engage in discussions concerning a potential business relationship, as described on Exhibit A hereto (the Authorized Purpose), and in connection with the Authorized Purpose, the Company may disclose to Confidant certain confidential technical and business information which the Company desires Confidant to treat as confidential. 2. Definition of Confidential Information. For the purposes of this Agreement, Confidential Information means any information disclosed by the Company to Confidant, either directly or indirectly, in writing, orally or by inspection of tangible objects or by the viewing of product demonstrations (including, without limitation, documents, prototypes and equipment), which is designated or described by the Company as "Confidential," "Proprietary" or some similar designation or, which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. Confidential Information may also include information disclosed to the Company by third parties, which is disclosed to Confidant. Confidential Information shall not include any information which (i) is publicly known and is generally available in the public domain through no action or inaction of Confidant; (ii) was already in the possession of Confidant at the time of disclosure by the Company, as shown by Confidant's files and records immediately prior to the time of disclosure; (iii) is obtained by Confidant from an independent third party without a breach of such third party's obligations of confidentiality to the Company; or (iv) is independently developed by Confidant by personnel of Confident who had no access to the Company's Confidential Information, as shown by documents and other competent evidence in Confidant's possession. 3. Non-use and Nondisclosure. Confidant agrees that it will not use any of the Companys Confidential Information for any purpose except for the Authorized Purpose. Confidant agrees that it will not disclose any of the Companys Confidential Information to (i) any third parties or (ii) Confidant's own employees, except for those employees who are required to have the information in connection with the Authorized Purpose. Confidant shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Companys Confidential Information and which are provided to Confidant hereunder. Nothing in this Agreement is intended to grant any rights to Confidant under any patent, copyright or any other proprietary right of the Company, nor shall this Agreement grant Confidant any rights in or to the Companys Confidential Information except as expressly set forth herein. 4. Maintenance of Confidentiality. Confidant agrees that it shall take reasonable measures to protect the secrecy of and avoid the disclosure and the unauthorized use of the Companys Confidential Information. Without limiting the foregoing, Confidant shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that each of its employees who have access to the Companys Confidential Information has signed a non-use and nondisclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Confidant shall not make any copies of the Companys Confidential Information without the Companys prior written consent. Confidant shall reproduce the Company's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. In the event that Confidant is required by law to disclose any of the Confidential Information, Confidant agrees to give the Company prompt written notice of such requirement prior to such disclosure and to provide the Company with assistance in obtaining an order protecting the information from disclosure.

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5. No Obligation to Proceed and No Warranties. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. 6. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by the Company to Confidant, and all copies, notes and extracts thereof which are in the possession of Confidant, shall be and remain the property of the Company and shall be promptly returned to the Company and/or destroyed upon the Company's written request. 7. Term. The obligations of Confidant hereunder shall survive until such time as all Confidential Information of the Company disclosed hereunder becomes publicly known and is made generally available through no action or inaction of Confidant. 8. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. Confidant agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the Company, entitling the Company to seek injunctive relief in addition to all legal remedies. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.

The Company By: Name: Title: Address: Phone: Phone: Fax: Signature: Print Name:

Confidant

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Exhibit A

Authorized Purpose Interviews with Kaleidescape for possible position as VP, HR.

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