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									                Mutual Non-Disclosure Agreement
         This Mutual Non-Disclosure Agreement (“Agreement”) is made the [ ]day of July, 10 between
NTT Communications Corporation, a Japanese corporation, with offices at 1-1-6 Uchisaiwai-cho Chiyoda-
ku, Tokyo 100-8019, Japan (“NTT Com”) and [
                ] (“                 ”)


         WHEREAS, NTT Com and [                         ] are negotiating to do business relating to VOIP
service (“Business”) with each other and as a prerequisite to doing the Business, certain confidential and
proprietary information must be disclosed by the parties to each other;
         WHEREAS, NTT Com and [                         ] further acknowledge and agree that the uncontrolled
disclosure and dissemination of such information about either party to third parties is detrimental and
damaging.


         NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, NTT Com and [                      ] agree as follows:


1.       Confidential Information. Either party may disclose to the other confidential and proprietary
         information during the term of this Agreement. Such information shall include, but not limited to,
         all data, materials, products, technology, computer programs, specifications, manuals, software,
         marketing plans, business plans, financial statements, rate information, and other information
         relating to the Business (“Confidential Information”) disclosed or submitted, in writing or by any
         other media, other than orally, by the disclosing party to the recipient party. Information disclosed
         orally shall only be considered Confidential Information if:           (i) identified as confidential,
         proprietary or the like at the time of disclosure, and (ii) confirmed in writing within thirty (30) days
         of disclosure. All information disclosed by the parties shall have the presumption of being
         Confidential Information.        Nothing herein shall require either party to disclose any of its
         information to the other party.
        Confidential information shall not include information that is;
        A.        previously known to the parties, or
        B.        becomes, or already is public information; or
        C.        rightfully acquired by the parties from a third party or through other sources without
                  breach of this Agreement, or
        D.        independently developed; or
        E.        approved for release by written authorization of its originator.
        In the event a party is requested or required in any legal, arbitral or regulatory proceedings (by oral
        questions, interrogatories, requests for information or documents, subpoena, civil investigative
        demand or other process) to disclose (i) any Confidential Information or (ii) any information

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     relating to their opinion, judgment or recommendations concerning the Business as developed from
     Confidential Information, such party shall provide the disclosing party with prompt notice (to the
     extent reasonably practicable) of any such request or requirement so that disclosing party may seek
     an appropriate protective order or waive recipient party’s compliance with the provisions of this
     Agreement. In the event that such protective order is not obtained by the time required for
     disclosure, recipient party may disclose such Confidential Information.


2.   Use of Confidential Information. With respect to Confidential Information disclosed under this
     Agreement, the recipient shall:
     A.       hold the Confidential Information in confidence using procedures no less stringent to
              protect the information than those used with respect to its own confidential information;
     B.       use any Confidential Information solely for the purpose of attempting to negotiate an
              agreement for the Business and thereafter continuing to do the Business together;
     C.       limit dissemination of any Confidential Information to only individuals within each
              party’s organization who are involved in the negotiations between the parties;
     D.       only copy the Confidential Information to the extent necessary for attempting to negotiate
              an agreement for the Business together or thereafter continuing to do the Business
              together; and
     E.       not disclose any Confidential Information to any third party for any purpose except with
              prior written authorization from the disclosing party;


3.   Term. The term of this Agreement shall become effective as of the date first set forth above and
     shall continue thereafter for a period of twenty-four (24) months. The obligation to protect the
     confidentiality of any Confidential Information received shall survive termination, including clause
     4, of this Agreement for a period of twelve (12) months thereafter.


4.   Voluntary Termination. The Parties hereby acknowledge and agree that each party shall be
     entitled to terminate this Agreement in its sole discretion at any time upon seven (7) days prior
     written notice to the other party.


5.   License. Any Confidential Information disclosed shall be deemed exclusively the property of the
     disclosing party. The recipient shall have no rights or license in any Confidential Information
     disclosed other than those rights granted under this Agreement.


6.   Return or Destruction of Confidential Information. Upon written demand by the disclosing
     party, the receiving party shall: (i) cease using the Confidential Information, (ii) return or
     completely destroy the Confidential Information and all copies, notes or extracts thereof to the
     disclosing party within seven (7) days of receipt of demand; and (iii) upon request of the disclosing

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      party, certify in writing that the receiving party has complied with the obligations set forth in this
      paragraph.


7.    Breach. In the event of a breach or threatened breach of the terms of this Agreement, the
      disclosing party shall be entitled to seek a permanent injunction against the recipient and any of its
      employees, preventing any such breach or threatened breach. This right to an injunction is not
      exclusive and the disclosing party shall be entitled to any other remedies available at law or in
      equity.


8.    Notices. Any notice required by this Agreement shall be in writing and shall be given to the
      appropriate party by personal delivery or by certified mail, postage prepaid, or recognized
      overnight delivery services, or facsimile.


9.    Assignment. Except as otherwise permitted in this Agreement, neither this Agreement nor any of
      the rights and obligations hereunder may be assigned or delegated, in whole or in part, by either
      Party except with the prior written consent of the other Party. However, notwithstanding the above,
      NTT Com may in its sole discretion, designate any Affiliate to accede to, assume or perform any of
      its rights and obligations under this Agreement, provided, however, that NTT Com shall remain
      liable for the fulfillment of such obligations notwithstanding any such designation of any such
      Affiliate pursuant to this Clause.


10.   Governing Law. This Agreement and the rights and obligations of each party hereunder shall be
      governed by the laws of Japan.


11.   Arbitration. Either party shall use reasonable efforts to amicably settle all disputes, controversies
      or differences of opinion arising from or related to this Agreement, and in the event such disputes,
      controversies or differences of opinion are not resolved in thirty (30) days after commencement of
      negotiations to resolve them, the said disputes, controversies or differences of opinion shall be
      referred to and finally resolved by arbitration under the Japan Commercial Arbitration Association
      (“ JCAA” ) Arbitration Rules are deemed to be incorporated by reference into this clause. The
      arbitration shall be conducted in Japan.


12.   Legal Obligation. The parties hereby agree that, unless otherwise agreed herein, this Agreement
      is not intended to create and does not create any legal rights and obligations between the parties in
      respect of the Business unless and until such time as a definitive agreement shall have been
      negotiated and executed to the satisfaction of the Parties.




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13.      Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
         invalid or unenforceable, then this Agreement, including all of the remaining provisions, will
         remain in full force and effect as if such invalid or unenforceable provision had never been
         included.


14.      Entire Agreement.         This Agreement constitutes the entire agreement between the parties
         pertaining to the subject matters of this Agreement and no oral or other contemporaneous
         documents and may be executed in counterparts, and signatures exchanged by facsimile or other
         electronic means are effective for all purposes hereunder to the same extent as original signatures.




IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed as of [                    ]
July, 10. Each party warrants and represents that its respective signatories whose signatures appear below
have been and are, on the date of signature, duly authorized to execute this Agreement.

For and on behalf of                                   For and on behalf of
Please insert your official company name               NTT Communications Corporation




Signed…………………………….                                     Signed…………………………….

Please insert the name of signer                       Toshio Nishiyama
                                                       Vice President
                                                       IP Services Department
                                                       Net Business Division



Date…………………………………                                      Date…………………………………




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