NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made effective as of this 11th day of August, 2011, by and between [PARTY A NAME](“[PARTY A SHORT NAME]”) and [PARTY B NAME](the “Company”). In connection with discussions between [PARTY A SHORT NAME] (or one of its affiliates) and the Company (individually, a “Party” and collectively, the “Parties”) regarding a potential investment by [PARTY A SHORT NAME] in the Company or other commercial transaction (the “Proposed Transaction”), each of the Parties may receive from time to time hereafter Confidential Information from the other. The Parties agree as follows:

1. Confidential Information.

(a) For purposes hereof “Confidential Information” shall mean any and all materials and information which any Party makes available to the other Party or which has or may come into possession of any Party in connection with the Proposed Transaction including, without limitation, the following: information relating to the business, financial condition, operations, assets and liabilities of a Party or its affiliates; business plans; software programs and enhancements, upgrades and modifications thereof; user and other manuals; documents; specifications; financial reports, statements and projections; client lists, vendor lists, marketing material, data, data listing, and other information; project plans and case studies; references; and all copies, summaries, outlines or other representations of any of the foregoing.

(b) The Confidential Information as made available by a disclosing Party to the other recipient Party will be used by the recipient Party solely for the purpose of evaluating the Proposed Transaction.

(c) Each Party hereby acknowledges that the Confidential Information obtained by it is valuable and proprietary trade secret information of the other Party, the disclosure of which would be harmful to such other Party. Each Party shall hold such Confidential Information in the strictest confidence and not to disclose same or release it to any other person except to its Representatives (as defined below) who need to know the information for purposes of evaluating the Proposed Transaction and as otherwise permitted hereunder. Each Party shall take reasonable measures to ensure that its agents, representatives, officers, directors, employees, consultants, agencies or potential financial or equity partners (collectively, “Representatives”) do not disclose such Confidential Information, except as permitted hereunder.

No Party will reverse engineer, disassemble, decompile or copy the Confidential Information obtained from any other Party except as permitted hereunder. No Party shall, directly or indirectly (including in the conduct of its business), use, or permit to be used, the Confidential Information obtained from any other Party to that other Party’s detriment, whether or not the former Party benefits from such detrimental use.