CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT (this “Agreement”) is made and entered as of the “Effective Date” today, by and between Xense Inc., a Delaware corporation (“Discloser”), having its principal place of business located at 15 Hubble, Suite 200F, Irvine, CA 92618, USA, and the person or entity set forth in the web form (“Recipient”).

In consideration of the mutual covenants contained herein, the parties agree as follows.

1. Definitions. For purposes of this Agreement, “Confidential Information” means any information not generally known to the public, including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes, financial information and data, business plans, business strategies, marketing plans, customer lists, price lists, cost information, vendor information, dealer information, information about employees, descriptions of inventions, process descriptions, descriptions of technical know-how, product descriptions, information and descriptions of new products and new product development, scientific and technical specifications and documentation, pending or abandoned patent applications, and other proprietary information.   Confidential Information shall include, without limitation, information concerning Discloser’s digital X-ray imaging technologies and all related hardware, software and chemistry.

Confidential information may be written or oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible.  All materials and information disclosed by Discloser to Recipient will be presumed to be Confidential Information and will be so regarded by Recipient unless Recipient can prove that the materials or information are not Confidential Information because they are:  (1) already known to Recipient at the time that they are disclosed by Discloser; or (2) generally known to the public at the time of the disclosure to Recipient by Discloser.  Additionally, the confidential obligations herein will cease as to particular information that: (1) has become generally known to the public through no fault of Recipient; (2) is received by Recipient properly and lawfully from a third party without restriction on disclosure and without knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to Discloser; (3) has been developed by Recipient completely independent of the delivery of Confidential Information hereunder; or (4) has been approved for public release by written authorization of Discloser.

2. Obligations. Recipient agrees (1) that it will maintain and preserve the confidentiality of all Confidential Information disclosed to it by Discloser, including, but without limitation, taking such steps to protect and preserve the confidentiality of the Confidential Information as it takes to preserve and protect the confidentiality of its own confidential information; (2) that it will disclose such Confidential Information only to its own employees on a “need-to-know” basis only, and only to those employees who have agreed to maintain the confidentiality thereof; and (3) that it will not disclose such Confidential Information to any third party (including subcontractors and consultants) without the express written consent of Discloser.
3. 3. Limited Use. The parties acknowledge that any Confidential Information disclosed by Discloser to Recipient is subject to its use for the limited and sole purpose of evaluating a possible business relationship (customer, and consultant and/or supplier) between Discloser and Recipient and to the extent the use of Confidential Information is necessary for the performance of services for the benefit of Discloser.  Recipient shall not use any disclosed Confidential Information for any patents or projects, of Recipient and or with parties outside those in this agreement.

4.         Ownership.  Recipient acknowledges that Discloser will maintain sole and exclusive ownership of all right, title, and interest in and to Discloser’s Confidential Information, including ownership of all copyrights, patents and trade secrets pertaining thereto.  Nothing contained in this

Agreement will be construed as granting any rights, by license or otherwise, to any Confidential Information, except as expressly set forth herein.

5. Equitable Relief and Remedies. Any and all Confidential Information is considered to include valuable trade secrets of Discloser.  Recipient acknowledges that, in the event of any breach of this Agreement, Discloser will not have an adequate remedy in money or damages.  Discloser will therefore be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request.  Discloser’s right to obtain such relief will not limit its right to obtain other remedies.  Recipient agrees to and will be responsible and primarily liable for, and agree to and shall indemnify Discloser from and against, any and all claims, demands, actions, losses, damages, liabilities, costs and expenses and disbursements incurred or sustained as a result of any breach by Recipient and/or Recipient’s representatives or affiliates of any of the provisions hereof (including, without limitation, any unauthorized use or disclosure of the Confidential Information by Recipient or Recipient’s affiliates or representatives, or otherwise resulting from the acts or omissions of Recipient, or the acts or omissions of Recipient’s affiliates and representatives).  In addition to all other rights and remedies which either party hereto may have hereunder, at law, in equity, by statute or otherwise, either party hereto will be entitled to recover attorneys’ fees and expenses and court costs in the event of any breach of this Agreement by the other party.  For the purposes of this Agreement, the term “attorneys’ fees” shall mean the full and actual costs of any legal services actually rendered in connection with the matters involved, calculated on the basis of the usual fees charged by attorneys performing such services, and shall not be limited to “reasonable attorneys’ fees” as defined by any statute or rule of court.
6. Disclaimer. Except as may otherwise be set forth herein or in a signed, written agreement between the parties, Discloser makes no representation or warranty as to accuracy, completeness, condition, suitability, or performance of the Confidential Information, and Discloser will have no liability whatsoever to Recipient resulting from Recipient’s use of Discloser’s Confidential Information.
7. Term. This Agreement will apply only to disclosures made within five (5) years of the date of this Agreement or for so long as Recipient continues to have a business relationship with Discloser, if longer.  However, the obligations hereunder with respect to any disclosure made within that period will continue indefinitely thereafter.
8. 8. Return of Information. Upon the earlier of Discloser’s request or the termination of this Agreement, Recipient will promptly return or destroy all Confidential Information and related materials and discontinue all further use of the Confidential Information.  Upon Discloser’s request, Recipient will promptly certify that such action has been taken.
9. Required Legal Disclosure. Notwithstanding the above, Recipient may disclose Confidential Information or the existence of this Agreement to the extent required by any applicable law, regulation or court; provided however, that Recipient will (if legally permitted to do so) notify Discloser in writing, promptly after becoming aware of its obligations to make such a disclosure and will permit Discloser to seek to challenge or limit such required disclosure.
10. Entire Agreement. This Agreement constitutes the complete, exclusive statement of the agreement between the parties relating to the subject matter hereof, and all provisions representations, discussions, and writings are merged in, and superseded by, this Agreement.  No modification, revision or addendum of any of the terms of the Agreement shall be valid unless in writing and signed by an authorized representative of each party.

11.       Governing Law; Jurisdiction.  The interpretation and enforcement of this Agreement will be governed by the laws of the State of California, as it applies to a contract executed, delivered, and performed solely in such state and the parties agree that any legal action arising out of or in conjunction

with this Agreement or any breach thereof shall be brought and prosecuted in an appropriate court of competent jurisdiction within Orange County, California.

12. Cooperation in Drafting. Both parties cooperated in the drafting and preparation of this Agreement, and it will not be construed more favorably for or against either party.
13. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed and delivered by electronic transmission.
14. Restrictions on Assignments and Sublicenses. Neither party may sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below.

DISCLOSER: Xense Inc