Verso Technologies, Inc. Page 1 CONFIDENTIALITY AGREEMENT Agreement made this ______________ day of ____________, 200_, between VERSO TECHNOLOGIES, INC. (“Verso”) and (“Company”). 1. Verso and Company each desires to examine certain information concerning the other’s business and technology in order to evaluate the feasibility of a possible business relationship. Verso and Company agrees to disclose such information to each other, subject to the conditions set forth herein. 2. Verso and Company acknowledge and agree that in the course of or incident to this evaluation, Verso and Company will provide to each other or they may otherwise become exposed to trade secrets and other confidential business information of the other as well as similar information that Verso or Company has received in confidence from other entities with which it has business relationships. Such information, referred to hereafter as the “Confidential Data”, shall include all information concerning the business or affairs of Verso or Company that are not known by or generally available to the public at large, including, without limitation, existing systems and programs and those in development, customer lists, financial information customer needs and requirements, employee lists, salaries, and benefits, and all data received in confidence by Verso or Company from third parties. Verso and Company each agrees that during its business dealing with the other and thereafter (A) it will hold the Confidential Data in the strictest confidence and will not copy or disclose any portion thereof to any other entity without the written consent of the other; (B) it will not, at any time, make any use whatever of any portion of the Confidential Data on its own behalf or with or on behalf of any other entity; and (C) it will, upon termination of its business dealings with the other or at any time upon the other’s request, immediately return to the other or destroy, as the party may direct, all tangible records within its possession, custody, or control containing or reflecting any portion of the Confidential Data. 3. Verso and Company each further agrees that (A) it will take reasonable precautions to safeguard the confidentiality of the Confidential Data in its possession, such precautions to be at least equivalent to those that it takes with respect to its own confidential and proprietary information; and (B) it will limit the dissemination of the Confidential Data within its organization to those persons who have a need to know such information for the performance of their duties hereunder. Verso Technologies, Inc. Page 2 4. Verso and Company agrees that any Confidential Data disclosed by either party to the other prior to the date of this Agreement shall be subject to this Agreement. 5. This Agreement shall not be assigned by Verso or Company without the prior written consent of the other, except to a parent or subsidiary. No permitted assignment shall relieve the assignor or its obligations under this Agreement. IN WITNESS WHEREOFF, intending to be legally bound hereby, the parties have executed this Agreement. VERSO TECHNOLOGIES, INC. By: Title: (Name of Company) By: Title: