PRODUCT NONDISCLOSURE AGREEMENT

For Distributors, Resellers, and Manufacturers

In consideration of forming a working relationship with Kenneth DelahoussayeConsulting and Kadtronix, I acknowledge that I am a recognized representative of_________________________________(company or business name). I agree tomaintain confidentiality of information disclosed to me or my company. I alsounderstand that this information may not be shared with competitors of Kadtronix.

1. During the course of this relationship there may be disclosed to me certain tradesecrets; said trade secrets consisting but not necessarily limited to:

a) Technical information: Methods, processes, formulae, compositions, systems,techniques, inventions, machines, computer programs and research projects.

b) Business information: Customer lists, pricing data, sources of supply, financialdata and marketing, production, or merchandising systems or plans.

2. I understand that under terms of this agreement, I may not disclose or divulge to othersany trade secrets, confidential information, or any other proprietary data of Kadtronix. Iunderstand that exceptions are allowed only in situations where paid employees of mybusiness or establishment have a valid “need to know”. These individuals may includemanufacturing personnel, technicians, etc. who require specific technical detail. Iunderstand that, as representative of the business or establishment, I will take necessaryprecautions to ensure confidentiality with those individuals. I agree to advise suchindividuals regarding the existence of this agreement prior to divulging any information.

3. I also agree that at any time, either party may terminate the working relationship. Upon such termination:

a) I shall return to Kadtronix all documents and property of the company, includingbut not necessarily limited to: drawings, blueprints, reports, manuals,correspondence, customer lists, computer programs, and all other materials andall copies thereof relating in any way to the company's business. I further agreethat I shall not retain copies, notes or abstracts of the foregoing. I may retain onlythose items which have been obtained through legitimate purchase fromKadtronix. I understand that the terms of non-disclosure remain in effect evenafter termination.

b) I agree to abide by the terms of this non-disclosure agreement.

Signed this _____ day of ____________________, 20____.

______________________________ _______________________________Company or Business

______________________________ _______________________________Name (first, last)

______________________________ _______________________________Signature

______________________________ _______________________________Mailing Address

______________________________ _______________________________E-mail Address

______________________________ _______________________________Telephone