Non-Disclosure Agreement

Subject Matter: visp.net & related business communication

Section 1: Confidential Disclosure Agreement – Joint Disclosure

Disclosure to take place with written communication through postal mail, telephone conversations, and/or electronic data. The undersigned acknowledge and agree, individually and on behalf of their respective companies, that all disclosures, discussion, demonstrations and exchanges of information between representatives of the below-signed companies, taking place on this day and all subsequent disclosures, discussions, demonstrations and exchanges of information relating to the above subject shall be confidential, that the information is proprietary to the respective parties, and that the information disclosed by either party shall not be used by the receiving party nor duplicated by the receiving party nor shall it be disclosed by the receiving party further except upon prior written consent of the party disclosing such information.

Section 2: Limitation of Confidentiality – Public Disclosure

Notwithstanding the above restrictions, public disclosure by any of the information relating to the subject matter by anyone having the right to make such disclosure will release the other party hereto from any and all obligations with respect to that part of the subject matter which is publicly disclosed except to the extent that such material or the use thereto is protected by patent, trademark or copyright.

Section 3: Identifying Confidential Information

All disclosures, discussion, demonstrations, and exchanges of information between the parties, whether by oral, written, or electronic data form, is to be regarded as confidential information.

Section 4: Reciprocal Binding

By the execution of this agreement each of the named signatories below, separately and individually, and as hereinabove described, confirm that any association, corporation, organization, firm, company or individual of which the signatory is a party, directly or indirectly, including but not limited to membership or principal-agent or association with, is bound by this agreement reciprocally. The obligations of the undersigned parties are joint and several, and wherever the context hereof so admits or requires, the singular shall include the plural. The covenants, terms, and conditions of this agreement shall extend to and be binding upon and inure to the benefit of the heirs, executors, administrators and assigns of the parties hereto.

Section 5: Perpetuating Guarantee

This agreement shall serve as a continuing perpetuating guarantee from the date of execution of this agreement and is to be applied to any and all transactions entertained by the parties hereto, who shall, after the original provision for performance, follow-up, repeat, extend, or renegotiate transactions and continue the original transaction to a successful conclusion.

Section 6: Severability

If any part of any provision of the Agreement of any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement.

Section 7: Arbitration

Any dispute arising out of or related to this Agreement, which cannot be resolved by negotiation, shall be settled by arbitration in accordance with the rules of the American Arbitration Association with the venue in Josephine County, Oregon. The cost of arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have no power or authority to make awards or issue orders of any kind except as expressly permitted by the Agreement and in no event shall the arbitrator have the authority to make any award that provides for punitive or exemplary damages.

IN WITNESS WHEREOF, the parties hereto have electronically agreed.