SAMPLE FORM

NONDISCLOSURE AGREEMENT

            THIS AGREEMENT made and entered into this  21st  day of    September  , 2006¹ by and between Carol Kyte², whose address is 2040 Arrival Ave. N.E., Troblin, AZ  85749,³ (hereinafter referred to as "INVENTOR"), and Samantha Schwarz⁴ whose address is 114 Magic St., Los Angeles, CA  90064⁵ (hereinafter referred to as "COMPANY");

            WHEREAS, INVENTOR has developed a new product known as the Waverpod⁶ (the "New Product"), which has not yet been publicly disclosed;                                                              

            WHEREAS, COMPANY and INVENTOR wish to discuss the New Product in detail in order to explore the possibility of COMPANY using the New Product in its products;

            NOW, THEREFORE, both COMPANY and INVENTOR agree that any technical information relating to the New Product which is received by COMPANY and INVENTOR will be governed by the following terms:

             1.         "Proprietary Information" means any technical information, including drawings and prototypes, which is provided by INVENTOR to COMPANY relating to the New Product.  The Proprietary Information does not include technical information which:

            (a)        is in the possession of COMPANY prior to receiving it from INVENTOR; or

            (b)        is or becomes part of the public knowledge or literature by acts other than those of COMPANY after receiving it from INVENTOR; or

            (c)        is or becomes available to COMPANY from a source other than INVENTOR.

            2.         For a period of two (2) years from the date of this Agreement:

            (a)        COMPANY agrees to treat the Proprietary Information as proprietary;

            (b)        COMPANY will not divulge, in whole or in part, the Proprietary Information to any third party without the prior written consent of INVENTOR; and

            (c)        COMPANY will make no commercial use, in whole or in part, of any Proprietary Information without the prior written consent of INVENTOR.

                                                                         COMPANY

Carol Kyte ⁷                                 Samantha Schwarz⁹

Signature                                                           Signature

Carol Kyte                      ⁸                                    By Samantha Schwarz                     ¹⁰

Inventor’s Name                                                     Officer’s Name

                                                                        Its  President                                   ¹¹

                                                                             Title

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