NON-DISCLOSURE AND NON-USE AGREEMENT

THIS NON-DISCLOSURE AND NON-USE AGREEMENT (this “Agreement”) dated

Whereas, the Discloser desires to engage Recipient, and for the purpose of job offering (the
"Purpose"), Confidential Information (as defined below) of the Discloser may be delivered to
Recipient;

Now, therefore, the parties agree as follows:

1. Non-disclosure and Non-use Undertaking. The Recipient agrees that Recipient and/or any
of its employees, officers, consultants, agents, contractors or representatives (collectively
referred to herein as “Recipient”) will not disseminate or in any way disclose any
Confidential Information of the Discloser, to any other person, firm or business without
the prior written consent of the Discloser. Recipient hereby warrants and represents that it
shall not to use, duplicate, copy, or imitate any Confidential Information of the Discloser
without the prior written consent of the Discloser, except as necessary for the Purpose.
Recipient warrants and represents to treat all Confidential Information of the Discloser,
with at least the same degree of care as the Recipient accords to its own Confidential
Information, but in no case less than reasonable care. Recipient warrants and represents
that it shall only disclose Confidential Information of the Discloser, to those of its
employees, officers, consultants, agents, contractors or representatives who need to know
such information to carry out the Purpose, and the Recipient further undertakes that its
employees have previously agreed, either as a condition to employment or in order to
obtain the Confidential Information of the Discloser, to be bound by terms and conditions
substantially similar to those terms and conditions applicable to the Recipient under this
Agreement. Recipient shall immediately give notice to the Discloser of any unauthorized
use or disclosure of the Discloser’s Confidential Information. Recipient agrees to assist
the Discloser in remedying any such unauthorized use or disclosure of Discloser’s
Confidential Information. Recipient shall not use Confidential Information other than for
the Purpose.
2. Confidential Information. As used in this Agreement, the term "Confidential
Information" shall mean any and all technical and non-technical information including
patent, copyright, trade secret, all intellectual property, and proprietary information, actual
or anticipated products, inventions, hardware, software, past, present or future plans,
forms, methods, customers, supplies, finances, concepts, techniques, sketches, drawings,
artwork, models, analyses, inventions, know-how, processes, procedures, strategies,
algorithms, concepts, source codes, compiled or uncompiled codes, computer software
programs, discoveries, inventions, ideas, apparatus, equipment and formulae related to the
current, future and proposed products and services of the Discloser and all derivatives
thereof, and including, without limitation, Discloser’s respective information concerning
research, experimental work, development, design details and specifications, engineering,
business information, financial information, procurement requirements, purchasing,
manufacturing, customer lists, business activities, names and expertise of employees and
consultants, licensee information, pricing structure, documentation, business forecasts,
sales and merchandising, and marketing plans and information, as well as confidential or
proprietary information from third parties that the Discloser has received and in the future
will receive that is subject to a duty of confidentiality on the Discloser’s part; Any
information disclosed by the Discloser will be considered Confidential Information of the
Discloser, whether it is provided as information fixed in a tangible medium of expression
 or in orally manner. Confidential Information will include written information or oral
information in tangible or intangible form.
3. Notwithstanding the forgoing, Confidential Information will not include information
which Recipient can demonstrate with written records: (a) is or becomes the public
domain, without violation of this Agreement by Recipient; (b) was known by Recipient
prior to the disclosure, if it can be proved in writing that such information was in fact so
known to Recipient independently of any Confidential Information provided by Discloser;
(c) is legally transmitted or disclosed to Recipient by a third party which owes no
obligation of confidentiality to Discloser. Recipient shall have the burden of proof of
establishing that any one or more of the aforementioned exceptions (a)-(c) applies, or (d)
to the extent Recipient is required to disclose Confidential Information pursuant to any
court or regulatory order, Recipient will promptly notify the Discloser in writing of the
existence, terms and circumstances surrounding such disclosure so that the Discloser may
seek a protective order or other appropriate remedy from the proper authority. Recipient
agrees to cooperate with the Discloser in seeking such order or remedy. Recipient further
agrees that if Recipient is required to disclose Confidential Information, Recipient will
furnish only that portion of Confidential Information that is legally required and will
exercise all reasonable efforts to obtain reliable, written assurances that confidential
treatment will be accorded Confidential Information.
4. Return of Confidential Information. All documents that contain Confidential Information
including, but not limited to, notebooks, notes, memoranda, records, diagrams, blueprints,
bulletins, formulas, reports, computer programs and other data of any kind coming into
Recipient’s possession or prepared by Recipient in connection with the services provided
to the Discloser are the exclusive property of the Discloser. Recipient agrees to promptly
return to the Discloser all such documents upon first written request made by the Discloser.
5. Liability. Recipient agrees that, in the event of any breach of any provision hereof, the
Discloser may or will not have an adequate remedy in money or damages. Recipient
therefore agrees that, in such event, the Discloser will be entitled to obtain an injunctive
relief against such breach in any court of competent jurisdiction. Such injunctive relief will
in no way limit the Discloser's right to obtain other remedies available under applicable
law. No failure or delay by a party hereto in enforcing any right, power or privilege created
hereunder shall operate as an implied waiver thereof, nor shall any single or partial
enforcement thereof preclude any other or further enforcement thereof or the enforcement
of any other right, power or privilege.
6. Ownership of Rights. Recipient hereby acknowledges, as between the parties, the
Discloser’s full and exclusive ownership of Confidential Information and the intellectual
property rights, foreign and domestic included in the Confidential Information so disclosed
by Discloser.
7. No Rights Granted. The disclosure to the Recipient of Confidential Information or its use
hereunder shall not be construed in any way to grant the Recipient any right or license with
respect to Confidential Information other than the right to use Confidential Information
strictly in accordance with the terms of this Agreement and for the Purpose.
8. No Representations. The disclosure to the Recipient of Confidential Information hereunder
shall not be construed as placing any obligation on either party to disclose any particular
information to the other party, or to enter into a business relationship with such party. THE
CONFIDENTIAL INFORMATION IS PROVIDED TO RECIPIENT AS IS, WITHOUT
GIVING ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO.
9. Limited Relationship. This Agreement does not in any way establish any principal/agent,
employee/employer and/or ownership relationship between the parties hereto. This
Agreement shall not be construed as a Teaming, Joint Venture or other such arrangement.
10. Entire Agreement. This Agreement consists of the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all prior
written or oral agreements with respect hereto. This Agreement may not be modified
except by written instrument signed by a duly authorized representative of each party
hereto.
11. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Israel, without giving effect to principles of conflicts of law. Any
dispute arising out of or in connection with this Agreement is hereby submitted to the sole
and exclusive jurisdiction of the competent courts in Tel-Aviv - Jaffa.
12. Severability. In the event that any covenant, condition, term, restriction or other provision
contained in this Agreement, or any portion thereof, shall be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable for any reason, such provision or portion
thereof shall be modified or deleted in such a manner so as to make this Agreement, as
modified, legal and enforceable to the fullest extent permitted under applicable laws.
13. Term and Survival. This Agreement shall expire one (1) year from the Effective Date. The
obligations according to this undertaking document shall remain in force for a period of
three (3) years from its expiration or termination. Notwithstanding the above, the non-use
undertaking taken hereunder with respect to Confidential Information shall remain in full
force and effect until otherwise agreed in writing by the Discloser. Notwithstanding the
foregoing, sections 5 (Liability), 7 (No Rights Granted), 11 (Governing Law) and 12
(Severability) shall survive the expiration or termination of this agreement.
14. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date
first above written.

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Signature Signature

Name (Print) Name (Print)

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