QUAD-E Enterprises, Inc. and ____________________

THIS CONFIDENTIALITY AND NONCOMPETITIVE AGREEMENT, effective ________,__, 2004 , is between the recipient of the information, QUAD-E Enterprises, Inc.(hereinafter called "Client"), and the owner of the information, _______________ (hereinafter called "Owner").

WHEREAS, Client has been given access by Owner to review information related to a specific product ("Product") or design ("Design") or concept ("Concept") conceived or designed by Owner. Client will provide consultation and support relative to design, costs, production, funding, marketing and related matters; and

WHEREAS, in order to facilitate the performance of said effort, certain documents and information (hereinafter called "Information") which Owner owns and claims to be confidential and proprietary and which Owner customarily holds in confidence is to be provided to Client as needed:

The Information provided relates to the design, production, costs, funding, marketing, application and related matters of a Product designed or conceived by Owner. The Information provided is typical of that which would be provided for design, manufacturing and marketing of said Product.

Owner is willing to disclose said Information to Client for the sole purpose of supporting said effort, and on the condition Client treats the Information (either verbal or documented) as provided herein.

NOW, THEREFORE, in consideration of the disclosure of said Information by Owner, Client agrees as follows:

1. Client will utilize the Information solely for the purpose stated in the preamble of this Agreement, and for no other purpose.

2. Owner Information received in written or physical form or during oral discussions, is provided to Client in strict confidence and secrecy. Client makes no admission as to whether or not said Information is confidential, but agrees to treat said Information on a confidential and proprietary basis. Client will not photocopy, transcribe, reproduce, or disclose such Information to any other person or entity without first obtaining the prior written approval of Owner.

Client may not use the Documents and Information for manufacturing, or cause to be manufactured, design or caused to be designed, sell or caused to be sold, any products or components related to or derived from the Documents and Information obtained under this agreement without first obtaining the prior written approval of Owner. Included in this is any costs, prices, and details of design and manufacturing.

3. The restrictions on disclosure contained in this Agreement shall not be applicable to:

i) such Information as is the rightful possession of Client prior to the disclosure pursuant to this Agreement; or

ii) such Information as is presently, or hereafter becomes a part of the open literature other than through breach of this Agreement; or

iii) such Information to which Client presently has or acquires a lawful right to transmit, reproduce, use or disclose; or

iv) such Information as is developed independently by or for Client that is unrelated to this Agreement; provided that nothing herein shall be construed as permitting Client to unfairly obtain the right to use Information which becomes publicly known through any improper act or omission on Client's part.

4. Client will safeguard and hold in strict confidence in accordance with the provisions of Article 2 hereunder all evaluations, data, or notes made in connection with Client's use of the Information, and shall mark any such evaluations, data, or notes "PROPRIETARY" or "CONFIDENTIAL" on each page, and any covering page thereof. Such evaluations, data, or notes will be considered part of the Information for purposes of this Agreement.

5. In reporting of any results of its use of the Information, Client will minimize the amount of Information included in any documents or reports consonant with protecting Owner's interest in the Information. Client will provide Owner an opportunity to review such documents or reports, identify Information contained therein, and provide for proprietary protection of the Information.

6. Upon completion of the purpose for this Agreement, Client will return to Owner all such Information in the possession of Client and shall provide written certification to Owner that all such Information has been returned.

7. Owner retains all rights, title, and interest in and to the Information provided hereunder, and this Agreement conveys to Client no patent or other intellectual property rights and no rights to use any invention or product covered thereby.

8. All requests for authorization to disclose Information protected hereunder to parties not covered by this Agreement will be directed to Owner.

9. Client will not assign any of its rights or obligations under this Agreement to any third party without the prior written consent of Owner.

10. This Agreement shall enure to the full benefit of Owner and shall be enforceable by it. Neither Owner nor its suppliers or subcontractors of any tier shall be liable with respect to or resulting from the use (or the results of any such use) or misuse of any Information furnished hereunder.

IN WITNESS WHEREOF, Client has executed this Agreement, effective on the date first set forth hereunder, as witnessed by the signature of its duly authorized representatives, and consented to by Owner.


Name: _________________________

Title: __________________________

Company: QUAD-E Enterprises, Inc.

Signature: ____________________________

Date: ________________________________



Title: __________________________________

Company: ______________________________

Signature: ______________________________

Date: __________________________________