NON-DISCLOSURE AGREEMENT ____/____/______ ; ____:____(am / pm)      Page 01 of 02

THIS AGREEMENT (“Agreement”) made this ____ day of _________, ________ by and between ________________________________("the Company") having the principal place of business at ______________________________________________________________________________, and

Atlas Group of America, Inc. ( AGA ), having its registered office at 8220 West Nine Mile Road, Oak Park, Michigan 48237, U.S.A.

WHEREAS, AGA is in possession of certain confidential and proprietary information. Including software and its various versions, related screen formats, user, technical, design and functional documentation, and the Company is in possession of certain confidential and proprietary information related to its services, products, business plans, marketing strategies, customers, or contractors (collectively "Information"); and

WHEREAS, both parties are interested in receiving Information from the other party for purposes of its examination and evaluation for a period of seven (7) years unless terminated earlier in writing agreed by both parties for any reason.

NOW, THEREFORE, in consideration of receipt of said Information from the other party, it is agreed that:

This Agreement shall cover Information (as defined above), which is disclosed by AGA to the Company (in this case AGA shall be “Disclosing Party” and the Company shall be “Receiving Party”), or disclosed by the Company to AGA (in this case the Company shall be “Disclosing Party” and AGA shall be “Receiving Party”) from the date first referenced above.

On the expiration or termination (for whatever cause) of this Agreement, Disclosing Party shall be entitled to recover possession from Receiving Party of all copies of the Information (however amended) supplied to or made by the Receiving Party and/or in existence at the time of expiration or termination or require the Receiving Party to destroy the same and certify on oath that it has done so.

All Information disclosed by Disclosing Party shall remain confidential and proprietary to Disclosing Party. The Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, trade secrets, documentation, processes, procedures, know-how, marketing techniques and materials, strategies, marketing and development plans, customer names and other information related to customers, partners and suppliers, price lists, pricing policies and financial information. Information also includes any information described above which Disclosing Party obtains from another third party and which Disclosing Party treats as proprietary or designates as Confidential Information whether or not owned or developed by Disclosing Party. Both parties shall use Information only for the above stated purposes, unless otherwise agreed by further written agreement of the parties, and shall keep confidential and not disclose the Information to any other person, firm or corporation, except to the extent that any Information (a) is or becomes part of the public domain by no fault of Receiving Party, (b) was known to the Receiving Party prior to the disclosure by Disclosing Party, or (c) is independently developed or acquired by the Receiving Party without a breach of any Agreement.

Receiving Party agrees to restrict circulation of Information only within the employees, advisors, or consultants of Receiving Party who need to receive Information in order to carry out the above stated purposes and to give such individuals instructions to hold in confidence all Information made available to them and to use Information only for such purposes.