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InnerSense, Inc.

Products, Services, & Marketing Concepts

Non-Disclosure Agreement

 

In response to your interest in receiving information concerning InnerSense, Inc., VibraSound and MindWave Theme Parks, et al, we will be providing to you information which is non-public, confiden-

tial and proprietary in nature. The information includes any information provided (1) orally from officers and principals of InnerSense, (2) by inspection of the facilities, equipment, computer programs, etc., of InnerSense, or (3) written financial, operating, policy, contracts and other materials. Proprietary infor-mation shall include VibraSound WaveTable, Zero GTM Chair, Neutral Buoyancy Transducers, SR8000 Sensory InterfaceTM, SensoriumTM LSV, InfraSonic Amplifier & EQ, VibroTactileTM transducers including mounting techniques, Cyberfin, TransporTable TM music massage table, MesmerEyesTM, VibraSound VR TM visual display, Vibraton TM futon bed, Music Dolphin TM, Rejuvetron TM, & MindWaveTM theme parks Also, any other proprietary InnerSense products or concepts.

 

By accepting the information ____________________________ agrees with the terms of this Agreement.

The recipient of the information agrees (a) to keep the information confidential and not disclose the information to any person or entity and, (b) not to use any such information in the conduct of any business.

 

This Agreement does not apply to portions of the information which (1) are, or become, generally available to the public (other than as the result of disclosure by InnerSense or its Representatives), (2) were available on a non-confidential basis prior to its disclosure by InnerSense from a source other than InnerSense, or one of its representatives, which source was entitled to disclose the information, or (3) become available on a non-confidential basis from a source other than InnerSense or one of its representatives, provided that such source is not known by InnerSense or its Representative to be bound by a confidentiality agreement with InnerSense, or otherwise prohibited from transmitting the information by contractual fiduciary or other legal obligation.

 

In consideration of the information and other good and valuable consideration receipt of which is hereby acknowledged, I agree that from the date hereof I will not use, or provide others with, the information, themes, store setup, equipment design, or proprietary marketing concepts used by InnerSense, or provided to me directly or indirectly by them or one of their representatives, to compete with InnerSense.

 

All information shall remain the property of InnerSense while in my possession. Once there is no longer any legitimate business or legal reasons for me to retain the information, I agree that I will return the information to InnerSense together with all copies of the information, without retention of any copies of such information, unless I am required by law to retain copies.

 

Agreed:

 

Date:

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