MUTUAL NONDISCLOSURE AGREEMENT The parties to this Mutual Nondisclosure Agreement (“AGREEMENT”) are: Sensor Networks, Inc. 366 Walker Drive, Suite 200 State College, PA 16801 And Company Name Address (Collectively referred to herein as the “PARTIES” and each individually as a “PARTY”). WHEREAS, the PARTIES hereby agree that in the course of doing business together it may be necessary for each PARTY, either itself or through an AFFILIATE (defined below), to disclose to each other certain confidential and/or proprietary information (hereafter “INFORMATION” as defined below). WHEREAS, the PARTIES agree that their mutual objective under this AGREEMENT is to provide appropriate protection for maintaining the secrecy of the INFORMATION while maintaining their ability to conduct their respective business activities and further their business relationship. WHEREAS, each PARTY has agreed that, subject to the terms and conditions of this AGREEMENT, it shall maintain in confidence any and all such INFORMATION of the other PARTY as may be disclosed to it during the term hereof. NOW, THEREFORE, based upon the premises and respective promises and obligations contained herein, the PARTIES agree to be bound by the terms and conditions of this AGREEMENT. 1.0 DEFINITIONS 1.1 AFFILIATES, with respect to either PARTY, means any entity (including without limitation any individual, corporation, partnership, limited liability company, associate or trust) controlling, controlled by or under common control with that PARTY. 1.2 DISCLOSING PARTY means the PARTY furnishing INFORMATION. 1.3 INFORMATION specifically includes, but is not limited to, hardware and software and/or documentation related to wireless technology, sensors, ultrasonic devices, and remote monitoring, technology to measure erosion of liners, coatings and wear plates whether in distribution or under development, derivative works, inventions, know-how and ideas, trade secrets, patent, trademark and copyright applications, technical and business plans, technical information, proposals, specifications, drawings, data, computer programs, pricing, costs, procedures, proposed products, processes, business systems, techniques, services and like technical or business information that has been designated in writing as proprietary and/or confidential by the DISCLOSING PARTY; provided, however, that also included in the definition of INFORMATION is any disclosure made orally to the extent it is identified by the DISCLOSING PARTY as confidential and/or proprietary at the time of disclosure and is confirmed as MUTUAL NONDISCLOSURE AGREEMENT confidential and/or proprietary by a written summary submitted by the DISCLOSING PARTY to the Recipient PARTY within thirty (30) days after the oral transmission thereof. 1.4 RECIPIENT PARTY means the PARTY receiving INFORMATION. 2.0 USE OF INFORMATION 2.1 The PARTIES shall keep the INFORMATION provided under this AGREEMENT in confidence for internal use only and, except as expressly provided herein, shall not disclose it to anyone other than to members of its corporate group or its AFFILIATES, employees, officers, and/or directors who have a need to know. Further, RECIPIENT PARTY shall not ship, export, or re-export, directly or indirectly, any INFORMATION of the DISCLOSING PARTY without the DISCLOSING PARTY’S prior written consent. The PARTIES acknowledge and agree that INFORMATION disclosed hereunder relates to each PARTY as a whole and accordingly, any member of a PARTY’S AFFILIATES may enforce the obligations of confidence contained in this AGREEMENT. 2.2 The PARTIES shall use the INFORMATION only for the specific purpose for which the INFORMATION was disclosed and/or to facilitate business discussions between the PARTIES. Each PARTY shall protect the other PARTY’s INFORMATION by reasonable methods and means. 2.3 THE RECIPIENT PARTY shall not be liable for the use and/or disclosure of non-protected information where the RECIPIENT PARTY can establish that the INFORMATION: 2.3.1 Was in the public domain prior to receipt; or 2.3.2 Entered the public domain after receipt other than as a result of a breach by a RECIPIENT PARTY of any obligation to the DISCLOSING PARTY; or 2.3.3 Was known (as evidenced by documentation) by the RECIPIENT PARTY prior to disclosure by the DISCLOSING PARTY to the RECIPIENT PARTY by reason other than having been previously disclosed in confidence to the RECIPIENT PARTY; or 2.3.4 Was disclosed to the RECIPIENT PARTY on a non-confidential basis by a third party who did not owe any obligation of confidence to the DISCLOSING PARTY with respect to the disclosed INFORMATION or who did not acquire or disclose such INFORMATION by a wrongful act; or 2.3.5 Was independently developed by a PARTY hereto without reference to the other PARTY’s INFORMATION, as evidenced by documentation thereof. 2.4 Notwithstanding anything contained herein to the contrary, if any PARTY hereto becomes legally obligated to disclose INFORMATION by any governmental entity or regulatory authority with jurisdiction over it, that PARTY shall give the other PARTY prompt written notice sufficient to allow the DISCLOSING PARTY to seek a protective order or other appropriate remedy. The PARTIES shall disclose only such INFORMATION as is legally required and shall use their reasonable best efforts to obtain confidential treatment for any INFORMATION that is so disclosed. 2.5 The RECIPIENT PARTY shall notify the DISCLOSING PARTY immediately upon discovery of any loss, unauthorized disclosure or use of INFORMATION, or any other breach of this AGREEMENT by such RECIPIENT PARTY, assisting the DISCLOSING PARTY in every reasonable way to help the DISCLOSING PARTY to regain possession of the INFORMATION and to prevent any further unauthorized disclosure or use. MUTUAL NONDISCLOSURE AGREEMENT 2.6 Neither PARTY shall make or permit others to make any reference to the subject matter of this AGREEMENT, or the INFORMATION, or use the name of the other PARTY in any public announcements, promotional, marketing or sales materials, or efforts without the prior written consent of the other PARTY. 2.7 In providing INFORMATION hereunder, the DISCLOSING PARTY does not make any representation, warranty, assurance or inducement, (express or implied), as to its adequacy or sufficiency, nor shall the DISCLOSING PARTY incur any responsibility, liability or obligation by reason of furnishing such INFORMATION. 3.0 RETURN OF INFORMATION INFORMATION shall be deemed to be the exclusive property of the DISCLOSING PARTY, and, upon written request, the RECIPIENT PARTY shall (a) immediately return all tangible material embodying or derived from the DISCLOSING PARTY’s INFORMATION (in any form, and including without limitation, all summaries, copies, and excerpts of the INFORMATION) in its possession or control, or (b) provide the DISCLOSING PARTY certification signed by an officer of the RECIPIENT PARTY that the RECIPIENT PARTY has destroyed such INFORMATION. 4.0 TERM; TERMINATION This AGREEMENT shall commence on the date last signed below. The obligations and restrictions provided in Section 2 above shall survive termination of this AGREEMENT for a period of five (5) years or for so long as such INFORMATION remains entitled to protection under applicable trade secret law, or until there is a written release of the INFORMATION signed by the DISCLOSING PARTY. Either PARTY may terminate this AGREEMENT upon thirty (30) days prior written notice to the other PARTY; provided, however, that the rights and obligations of the PARTIES relative to any INFORMATION delivered prior to the expiration or termination of this AGREEMENT shall survive. 5.0 GENERAL 5.1 Except as provided herein, the PARTIES agree that any disclosures contemplated hereunder, and any discussions or communications between the PARTIES relating thereto, shall not restrict either PARTY’s right to take whatever future actions such PARTY unilaterally determines to be in its best interests, including the right to undertake similar discussions or to enter into agreements or relationships with third parties covering subjects related to the matters covered herein. 5.2 Each PARTY acknowledges and agrees that breach of any of the duties in this AGREEMENT would cause irreparable harm to the other PARTY that cannot be adequately compensated in money damages. Therefore, in addition to any other available remedies, the injured PARTY shall be entitled to injunctive and/or other equitable relief in any court of competent jurisdiction to prevent a breach and to secure enforcement of this AGREEMENT. 5.3 This AGREEMENT shall be binding on and inure to the benefit of the PARTIES hereto and their respective successors and permitted assigns. Except for the foregoing, neither PARTY may assign this AGREEMENT, or any of its rights and obligations hereunder, or delegate the performance thereof to a third party without the prior written consent of the other PARTY. MUTUAL NONDISCLOSURE AGREEMENT 5.4 Except as stated herein, nothing in this AGREEMENT is intended to confer any benefit to any third party or any right to enforce any term of this AGREEMENT. 5.5 Any failure by a PARTY hereto to enforce the other PARTY’s strict performance of any provision of this AGREEMENT shall not constitute a waiver of that PARTY’s right to subsequently enforce such provision or any other provision of this AGREEMENT. 5.6 This AGREEMENT shall be governed by and construed in accordance with the laws of the State of Pennsylvania, U.S.A., excluding its conflict of laws rules. If a provision of this AGREEMENT is held invalid under any applicable law, such invalidity shall not affect any other provision of the AGREEMENT. Further, all terms and conditions of this AGREEMENT shall be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect. 5.7 This AGREEMENT constitutes the entire agreement between the PARTIES relating to the matters discussed herein and supersedes all prior and collateral communication, reports, and understandings between the PARTIES relating to the same. This AGREEMENT is not intended as a teaming, joint venture, partnership, agency, or other such arrangement. No change, modification, alteration, or addition to any provision shall be binding unless in writing and signed by authorized representatives of both PARTIES. IN WITNESS WHEREOF, each PARTY has executed this AGREEMENT by a duly authorized representative in one or more counterparts, each of which shall constitute an original. The PARTIES acknowledge that they have read, understood, and agreed to the terms herein. Company Name Sensor Networks, Inc. By: By: Name: Name: Title: Title: Date: Date:
