Mutual Nondisclosure Agreement

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					                                          eDial Inc.
                                 275 Grove Street, Suite 1-110
                                      Newton Ma 02466


                           eDial, Inc. Mutual Non Disclosure Agreement

This is a Mutual Nondisclosure Agreement between eDial, Inc. (266 Second Avenue, Waltham, MA
02451 USA) and XXXXXXXXXX (“Company”) to protect certain confidential information of the parties.
The party disclosing the confidential information is the Discloser. The other party is the Recipient. The
Effective Date of this Agreement is: ____________. Accordingly, the parties agree:

1. "Confidential Information" means all business and/or technical information designated “Confidential”
and relating to either party's business or technology which Discloser discloses directly or indirectly to the
Recipient. Recipient's obligations will extend only to Confidential Information that is (i) marked
"Confidential" at the time of disclosure, or (ii) if unmarked identified and treated as confidential at the time
of the disclosure. Generally, Confidential Information shall be:
    from eDial: product, marketing, business, technical plans and information.
    from Company:                                                                                   .

2. Recipient agrees to use the Confidential Information (i) solely for the purpose of engaging in
discussions relating to a potential business relationship between the parties, and (ii) only to the extent
necessary to engage in such discussions.

3. All Confidential Information shall remain the property of the Discloser. Each Discloser warrants that it
has the right to make the disclosures under this Agreement. No rights or license or other warranties are
herein granted. All information exchanged under this Agreement is provided "AS IS".

4. Recipient agrees to hold Confidential Information confidential for three years from disclosure.
Recipient shall use the same degree of care and means for Confidential Information that it utilizes to
protect its own information of a similar nature, but no less than reasonable care and means, to prevent
unauthorized use or disclosure of such Confidential Information to third parties. The Confidential
Information may be disclosed only to Recipient's employees or contractors with a "need to know" who are
subject to written confidentiality agreements sufficient to carry out the intent of this Agreement. A
Recipient may not alter, recompile, disassemble, reverse engineer, or otherwise modify any Confidential
Information received hereunder and the mingling of the Confidential Information with information of the
Recipient shall not affect the confidential nature or ownership of the same as stated hereunder.

5. This Agreement imposes no obligation of confidentiality upon a Recipient with respect to any portion of
the Confidential Information received hereunder which is: (i) now or hereafter, through no fault of
Recipient, in the public domain; (ii) known to Recipient, as evidenced by written records, without an
obligation of confidentiality at the time Recipient receives the same from the Discloser; (iii) hereafter
furnished to the Recipient by a third party as a matter of right and without restriction on disclosure; (iv)
furnished to others by the Discloser without restriction on disclosure; (v) independently developed by the
Recipient without use of the Discloser's Confidential Information; or (vi) required to be disclosed pursuant
to a requirement of a governmental agency or law, so long as the Recipient provides reasonable notice to
the Discloser of such requirement prior to any such disclosure. With respect to Confidential Information
disclosed pursuant to (vi) in the immediately preceding sentence, Recipient will disclose only the
minimum information required by such governmental agency or law and will not further disclose such
information.

6. This Agreement becomes effective as of the Effective Date and shall continue for three years. The
obligations of confidentiality set forth hereunder shall survive such expiration or any earlier termination for
three years. Either party may terminate this Agreement (i) upon 30 days prior written notice to the other
party, or (ii) immediately by written notice to the other party upon any breach by such party of any term or




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                                       eDial Inc.
                              275 Grove Street, Suite 1-110
                                   Newton Ma 02466
condition of this Agreement. Upon the written request of either party, upon the expiration of, or any
earlier termination of this Agreement, Recipient shall promptly return all copies of the Confidential
Information, in whatever form or media, to the Discloser.




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                                         eDial Inc.
                                275 Grove Street, Suite 1-110
                                     Newton Ma 02466
7. Neither party has any obligation to the other to purchase or sell services or goods as a result of any
disclosure or receipt of Confidential Information hereunder. Providing of Confidential Information
hereunder and discussions held in connection with the purpose set forth in Section 2 above shall not
prevent either party from pursuing similar discussions with third parties or obligate either party to
continue discussions with the other, to enter into any agreement regarding such purpose, or to take,
continue or forego any action relating to such purpose. Each party acknowledges that the other is
engaged in the development, marketing and/or distribution of networking products and/or services, and
the obligations of confidentiality imposed herein shall not be deemed to limit either party's ability to
proceed with all manners of independent development in these areas.

8 If the Company is an individual (or individuals) seeking employment, a consulting relationship, or any
similar relationship with eDial Inc., Company warrants that its performance of all of the terms of this
Agreement does not and will not breach any agreement to keep in confidence proprietary information,
knowledge, or data acquired by Company, and Company will not disclose to the eDial Inc. or induce
eDial Inc. to use any confidential information or material belonging to any current or previous employer or
others.

9. If any part of this Agreement is held to be unenforceable, such unenforceable part shall be deemed
modified or eliminated to the extent to which is necessary to make the remaining parts enforceable. Any
waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and
shall not be deemed consent to continuing default.

10. The parties agree that there is no adequate remedy at law for any breach of the obligations hereunder
and upon any such breach or any threat thereof by either party the other shall be entitled to appropriate
equitable relief in addition to whatever other remedies it might be entitled. In any action to enforce this
Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs and
related expenses from the other party.

11. This Agreement is the complete and exclusive agreement as to the protection of the Confidential
Information disclosed hereunder and supersedes all prior proposals, discussions, agreements, or
commitments, whether oral or written, between the parties regarding such subject matter. Authorized
representatives of the parties may only modify this Agreement in writing. This Agreement shall be
construed in accordance with, and all disputes hereunder, shall be governed by the laws of the
Commonwealth of Massachusetts, USA, but without giving effect to the conflict of laws.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly
authorized representatives effective as of the Effective Date.

eDial, Inc.                                      Company Name:

                                                 Address:




Signature:________________________                        Signature:__________________________

Printed: __________________________              Printed:_____________________________

Title: ____________________________                       Title:_______________________________

Date:_____________________________               Date:_______________________________



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