Non-Disclosure Agreement
Print out and fax to

B&B Technologies LP
1230 Rosecrans Ave.
Manhattan Beach, CA  90266-2436
(619) 889-6397 Telephone
(858) 270-3558 Fax
E-Mail ceo@damps.com

BRIEF: In essence, what the agreement says is that you agree to hold all information provided by B&B Technologies confidential for 17 years. If you have any questions, please call Jeffrey W. Brown or consult a professional.

A PROPRIETARY AND CONFIDENTIAL INTELLECTUAL PROPERTIES, NON-DISCLOSURE AGREEMENT BETWEEN B&B TECHNOLOGIES LP AND:
(Sign Here)X: ____________________________________________________

This agreement is between:
(Sign Here)X:_____________________________________________________
(Individual(s) and/or Company Name(s) as the "RECIPIENT") and Jeffrey W. Brown ("Brown")/B&B Technologies LP ("B&B"), located at 736 Windemere Court, San Diego, California 92109.

B&B is willing to disclose to Recipient certain proprietary information relating to: The DAMPS™ Footwear Technologies and/or other "Technologies" recognized by the Recipient as "Proprietary, Confidential, Patent Pending, Patent Registrations, Trade Secrets, Copyrighted and "Other" Intellectual Properties and Business of Brown/B&B.

Brown/B&B is willing to disclose to Recipient certain "Proprietary and Confidential Information" so that a business and/or Proprietary and Confidential relationship may be explored by this Agreement.

Brown/B&B are hereinafter interchangeably referred to as "Discloser" with regard to the transfer of Proprietary Information (hereinafter referred to as the "Information") from one to the other.

With Respect to Information exchanges between the parties pursuant to this Agreement, the parties agree as follows:

1. Recipient agrees not to disclose "information" for a period of Seventeen (17) years and renewal as applicable to all Intellectual Properties, from the date of receipt of such Information as shall be disclosed by Discloser, in person, orally, fax and/or by telephone, in document or sample form or properly marked with the word(s) "Proprietary/Confidential" or the like, thereafter, to any third party without the prior written consent of Brown/B&B/
   Recipient further agrees to limit access to such "Information" to those of its employees, agents or representatives (hereinafter referred to as "Employee or Employees") who may reasonably require the same in order to enable Recipient/Company to fulfill the purpose stated above for which Recipient/Company are receiving information and for which this agreement is intended.
   Each Employee shall have entered into an agreement with Recipient pursuant to which the Employee has agreed to retain in confidence all Information which may come into the possession of the Employee as a result of activities from the Disclosure and this Agreement.
2. In consideration of Brown/B&B disclosing to Recipient, "Information", Recipient agrees not to use any Intellectual Properties or disclose the Information to others as outlined by this agreement.
   Any improvements, extensions, spin-offs, and derivatives of the disclosed shall be the ongoing property of Brown/B&B and Recipient assigns their interest in such improvements, extensions, spin-offs, derivatives and the like to Brown/B&B, and shall assist in perfecting and enforcing all rights therein.
3. The obligations of paragraph 1 shall not apply to such portions of the Information disclosed hereunder by Discloser as:
   a. Shall be known to Recipient prior to the time of disclosure, without the obligation of confidentiality, as demonstrated to Brown/B&B by appropriate, timely documentary evidence antedating the relationship between Recipient/Company and the Discloser, or
   b. Shall become part of the public domain through no act or failure to act on the part of the Recipient or it Employees, or
   c. Shall be lawfully furnished to Recipient by a third party who is not known to Recipient and have not obtained such Information directly or indirectly from Discloser.
4. Recipient agrees that they will not, without the prior written permission of Discloser, use the "Information" which they are obligated hereunder to maintain in Confidence for any reason other than to enable Recipient to evaluate the Information; and that, in no event, including even for the aforementioned reasons, will Recipient practice (on either research or commercial basis) or cause to be practiced (on either a research or commercial basis) by any third party that the "Intellectual Properties" represented by the "Information" which they are obligated to hold Confidential. There is no alternate utilization of information, without the express written permission of Discloser.
5. Recipient agrees to return to Discloser, if applicable and directed by Discloser, All Information supplied hereunder, either (a) within (15) days of request by discloser, or (b) upon completion of any work performed by Recipient, whichever comes first.
6. Recipient specifically represents and warrants that they are duly constituted and permitted by law to make the representations and to perform the duties set forth in this agreement and that by agreeing to be so bound, Recipient has not violated and will not violate, expressly or implied, any rule, regulations, statutes of the United States and/or any of its agencies or any other applicable laws.
7. Its is understood that all Information Disclosures and this Nondisclosure Agreement shall be interpreted in accordance with the laws of the State of California.
8. All "Information" of the United States origin made available directly or indirectly hereunder may fall under the Export Laws of the United States, and as such may not be disclosed to foreign nationals other than permanent U.S. residents aliens ("green card" holders) within the United States or exported to foreign nations or foreign entities, without a specific export license issued by the United States government. Brown/B&B and Recipient hereby represent that they are not a foreign entity or foreign controlled entity and that they will limit the disclosure of the Information to only such of their Employees as may be either United States citizens or permanent U.S. resident aliens as evidenced by the so called "green card" possession.

ACCEPTED BY AND AGREED TO BY:

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