Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) governs the disclosure of information by and between WHIZDOTAI, INC with offices at 220 Davidson Ave, Suite 105, Somerset, NJ08873 and ___________________________________________________________________________ with offices at ___________________________________________________________________________ and is entered into as of this _________________________       (the “Effective Date”).

Each party hereto (individually a “Party” and together, the “Parties”) has requested and/or will learn from the other Party hereto, its subsidiaries or affiliates (collectively, the “Disclosing Party”), from or through the Disclosing Party’s employees, officers, directors, independent contractors, agents or representatives, information, both orally and in writing, concerning the Disclosing Party, including byway of illustration, but not limitation, its business, current or potential customers, patent and patent applications, trade secrets, customer lists, customer addresses, products and services provided to specific customers, sales volumes, customer pricing, proprietary information, works, ideas, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, or proposed products and services of each of the Parties.  Such information, in whole or in part, together with analyses, compilations, programs, reports, proposals, studies, or any other documentation, prepared by the Disclosing Party or the other Party (the “Receiving Party”), as the case may be, which contain or otherwise reflect or make reference to such information, whether or not specifically marked as confidential by the Disclosing Party, are hereinafter referred to as “Confidential Information.”

All Confidential Information is deemed proprietary to the Disclosing Party.  Accordingly, as a condition precedent to entering into discussions, and in connection with any business relationship, whether formal or informal, which is or may be established between the Parties, the Receiving Party hereby agrees, as set forth below, to hold Confidential Information of the Disclosing Party, whether furnished before, on or after the date of this Agreement, in the strictest confidence and not to disclose such information to anyone except as otherwise provided for in this Agreement.

1. Non-exhaustive Definition of Confidential Information; non-marking.

The Receiving Party hereby agrees that Confidential Information will also include information that is not specifically encompassed in the definition thereof above, but that would reasonably be expected to be considered confidential by the Disclosing Party.  Any issue as to the confidentiality expectations of the Disclosing Party regarding particular information shall be submitted to the Disclosing Party for determination.  In addition, the Parties hereby agree that, although Confidential Information is not required to be marked as such under this Agreement, some Confidential Information that is delivered to the Receiving Party hereunder may indeed be so marked.

2. Use of Confidential Information.

 The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of evaluating a potential transaction between the Parties and in connection with a business relationship, whether formal or informal, which is or may be established between the Parties, and for no other purposes, except as otherwise expressly agreed by the Parties in writing.  In addition, each Party agrees to discuss a possible transaction or any Confidential Information of the other Party only with those persons designated by such other Party and shall not contact or discuss directly any such transaction or Confidential Information with any Representative (as hereinafter defined) of the other Party without such Party’s prior written consent.

3. Ownership of Confidential Information.  

The Receiving Party acknowledges that the Disclosing Party claims the Confidential Information as its sole and exclusive property (or that the Disclosing Party is a valid and uncontested licensee of such information) and that the Receiving Party shall not have any right, title, or interest in or to such Confidential Information except as expressly provided in this Agreement.  

4. Disclosure of Confidential Information.  

The Receiving Party agrees to hold in the strictest confidence and not to disclose to anyone for any reason Confidential Information of the Disclosing Party; provided, however, that:

(a). Such   Confidential   Information   may   be   reproduced   or   disclosed   solely   for   use   by   those   officers,   directors,   employees,   agents,   or   representatives   (collectively, “Representatives”) of the Receiving Party on a “need to know” basis for the purpose of evaluating a potential transaction between the Parties or in connection with a business relationship, whether formal or informal, which is or may be established between the Parties, on the condition that: (i) each such Representative will be informed of the confidential nature of such Confidential Information and will agree to be bound by the terms of this Agreement and not to disclose such Confidential Information to any other person and (ii) each Party agrees to accept full responsibility for any breach of this Agreement by that Party’s Representatives; and

(b). Confidential Information of the Disclosing Party may be disclosed by the Receiving Party upon the prior written consent of the Disclosing Party. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or loss of Confidential Information of the Disclosing Party.

5. Disclosure of Discussions.  

Each Party agrees not to disclose or make any public statements, and will direct its Representatives not to disclose or make any public statements, to any person or entity (except the Parties’ respective Representatives) with respect to the terms of this Agreement or that discussions or negotiations are taking place between the Parties unless otherwise required by law or upon the prior written consent of the other Party. This paragraph applies, without limitation, to any use, other than strictly internal use, by a Party of the other Party’s name and marks, except to the extent that permission to use name and/or marks has been granted to a Party in any other valid agreement.

6. Reverse Engineering Prohibited.  

Each of the Parties agrees that, to the extent the Confidential Information is comprised of materials including by way of illustration, but not limitation, computer programs, source code, or software, it will not modify, reverse engineer, decompile, create other works from or disassemble any such Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party.

7. Return of Confidential Information.  

The Receiving Party agrees, upon the request of the Disclosing Party, to promptly deliver to the Disclosing Party (or, with the Disclosing Party’s consent, destroy) the originals and all copies, in any format, of the Disclosing Party’s Confidential Information then in the Receiving Party’s possession or control, including, without limitation, the portion of the Confidential Information that consists of analyses, compilations, programs, reports, proposals, studies, or other documentation prepared by a Receiving Party or its Representatives.  The Receiving Party shall not retain any such materials or copies thereof in any format following such delivery or destruction.

8. Limitations on Confidential Information.

 The term “Confidential Information” shall not include any information which:

(a). Is or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or any third party as a result of a breach of any confidentiality obligation);

(b). Is independently developed by the Receiving Party without breach of this Agreement;

(c). Is lawfully received by the Receiving Party without restriction from a third party who obtained the Confidential Information other than as a result of a breach of any confidentiality obligation; or,

(d). Is disclosed by the Receiving Party pursuant to judicial action or governmental regulations, provided that the Receiving Party notifies the Disclosing Party in writing prior to such disclosure and the Receiving Party cooperates with the Disclosing Party in the event that the Disclosing Party elects legally to contest such disclosure.  Notwithstanding the above, the Receiving Party may disclose any information of the Disclosing Party which legal counsel to Receiving Party advises must be disclosed in response to legal process, provided that the Receiving Party notifies the Disclosing Party in writing prior to such disclosure.

9. Term.  

The terms and conditions of this Agreement shall continue for a period of two (2) years from the date hereof (the “Term”); provided, however, that the Parties agree that the obligations of confidentiality hereunder in connection with disclosed Confidential Information shall survive such Term indefinitely.

10. Specific Performance.  

The Parties acknowledge and agree that the rights and Confidential Information being protected by the terms of this Agreement are of a special, unique, unusual and extraordinary character, which gives them a particular value, and that the breach of any provision of this Agreement shall cause irreparable injury and damage to the nonbreaching Party.  In such event, the nonbreaching Party shall be entitled to require specific performance of all of the acts and the undertakings required of the breaching Party hereunder and to obtain injunctive and other equitable relief in any court of competent jurisdiction to prevent the violation or threatened violation of any of the provisions of this Agreement.  Notwithstanding the above, neither this Section X, nor any exercise by the nonbreaching Party of any right to equitable relief or specific performance herein granted, shall constitute a waiver by the nonbreaching Party of any other rights that it may have to damages or other relief.

11. No Obligation.

Nothing in this Agreement shall impose any obligation upon the Parties to consummate a transaction, business relationship or to enter into any discussion or negotiations with respect thereto.

12. Enforceability.  

If any of the provisions contained in this Agreement are held to be unenforceable, in whole or in part, by a court of competent jurisdiction, the Parties agree to be bound by all other provisions of this Agreement.

13. Successors & Assignment.

Neither Party shall assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, unless such assignment or delegation is to an affiliate or subsidiary or the result of sale or transfer of substantially all of the assets of the transferor or one of its discreet business units.   Notwithstanding the above, the Parties agree that this Agreement shall be binding upon the successors and assigns of such Party and shall inure to the benefit of, and be enforceable by, such successors and assigns, and any officers or directors thereof.

14. Waiver.

The Parties agree that a Party’s failure at any time to require performance of any provision of this Agreement shall in no way affect such Party’s right at a later time to enforce the same.  No waiver by a Party of a breach of a term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such breach of any other term of this Agreement.

15. Counterparts.  

This Agreement may be executed in any number of counterparts and with facsimile signatures, each of which shall be deemed an original and all of which shall together constitute one instrument.  This Agreement may be exchanged by means of electronic transmission.

16. Applicable Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the state of NJ, without regard to its conflicts of laws provisions.  Any proceeding related to this Agreement shall be brought only in a court of competent jurisdiction located in the NJ state. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.  The parties hereto agree that a facsimile or electronic transmission of this fully executed Agreement shall constitute an original and legally binding document. WHIZDOTAI, INC.

Company: _______________________________ By: _____________________________________ By:_____________________________ Print Name:________________________ Print Name: __________________ Title: _______________________________________ Title:_____________________________