CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This Confidentiality and Nondisclosure Agreement (this Agreement) is made and

entered into as of this ___ day of _________, 20__ by and between BraunAbility and
___________________________________ (The party providing its confidential information is
referred to as the Disclosing Party, and the party receiving such confidential information from
the Disclosing Party is referred to as the Receiving Party).

WHEREAS, the parties are interested in discussing a possible business transaction that
will be to their respective benefit (Possible Transaction);

WHEREAS, their respective business involves certain confidential and proprietary

information which each of them desires to protect against disclosure;

WHEREAS, in connection with such discussions, the Disclosing Party is willing to

furnish the Receiving Party with certain Confidential Information (as defined below) for the
purposes of evaluating and pursuing a Possible Transaction between the parties and their affiliates
(the Purposes) but only subject to the protections contemplated by this Agreement; and

WHEREAS, the Receiving Party is willing to review, examine, inspect or obtain such
Confidential Information only for the Purposes described above and to hold such Confidential
Information confidential pursuant to the terms of this Agreement;

NOW, THEREFORE, the parties mutually agree as follows:

1. For purposes of this Agreement,

a. Confidential Information means any and all information not generally available
to the public that is provided by the Disclosing Party, or any of its affiliates or
representatives, to the Receiving Party, and any and all reproductions of such
information, relating to the business of the Disclosing Party and its affiliates (the
Business), including but not limited to, intellectual property, ideas, inventions,
trade secrets, processes, formulas, data, writings, know-how, improvements,
computer programs (including source and object code, algorithms, and
flowcharts), designs and drawings, financial, sales and revenue information,
pricing and marketing plans, dealer information, supplier information and
warranty information, in any media or form whatsoever, whether provided before
or after the date hereof, provided that Confidential Information does not include
information that: (i) is or becomes generally available to the public other than as
a result of a disclosure by the Receiving Party or its Approved Representatives in
breach of this Agreement; (ii) is or becomes available to the Receiving Party on a
non-confidential basis from a source other than the Disclosing Party, provided
that such source is not, to the best knowledge of the Receiving Party, bound by a
confidentiality agreement with the Disclosing Party or other contractual, legal or
fiduciary obligation of confidentiality to the Disclosing Party with respect to such
information; or (iii) is developed independently by the Receiving Party without
use of any Confidential Information.

b. Protected Information means the Confidential Information and any other

proprietary assets or information of the Disclosing Party, whether or not such
Protected Information is also Confidential Information, and including any

Issue Number: 5 FORM NUMBER: 1332

Issue Date: 4/15/2013 Page 1 of 4
 intellectual property, trademarks, trade names and copyrighted materials of the
Disclosing Party that are used in connection with its Business.

c. Approved Representatives means any officers, employees, agents, lenders or

funding sources, and legal, accounting or financial advisers employed or engaged
by the Receiving Party and other individuals approved in writing by the
Disclosing Party who have a need to know the Confidential Information for
purposes of evaluation of the Possible Transaction.

2. The Receiving Party shall hold the Confidential Information in confidence and
agrees that all Confidential Information shall be used only for the Purposes, shall not be used for
any other purpose or disclosed to any third party (other than the Approved Representatives), or
otherwise used for the private benefit of the Receiving Party or its affiliates or Approved
Representatives. The Receiving Party shall be responsible for any breach of this Agreement by
its Approved Representatives or any other person to whom the Receiving Party has provided the
Confidential Information, whether or not authorized to do so.

3. Upon completion or termination of any particular business relationship or

negotiation between the parties, the Receiving Party shall promptly return, or at the option of the
Disclosing Party, promptly destroy, erase or delete, all copies (including electronic files) of
Confidential Information, together with all compilations, analyses, or summaries thereof or notes
or memoranda discussing such Confidential Information, which are in its possession or control,
including without limitation the complete erasure of any electronic file, folder, database or other
electronic repository from all computer processing units on which the Confidential Information
had been placed or stored. In the event that the Disclosing Party utilizes its option to require the
Receiving Party to destroy, erase or delete such Confidential Information, then the Receiving
Party shall promptly certify to such disposal of such Confidential Information in writing upon
request from time to time of the Disclosing Party. To the extent that the Receiving Party has
compiled or organized the Confidential Information in a manner which differs from that as
received, the Receiving Party sells and assigns, at no cost, any copyright or other interest it may
have therein to the Disclosing Party.

4. The Receiving Party may only disclose the Confidential Information to those of
its Approved Representatives who have a need to access the Confidential Information in
connection with the Purposes and with an evaluation of the Possible Transaction and who agree
to be bound by the terms of this Agreement.

5. Notwithstanding anything to the contrary contained herein, the Receiving Party

and its Approved Representatives may disclose the Confidential Information pursuant to any
legal, judicial or governmental process, provided that the Disclosing Party is provided (i) prior
notice and opportunity to contest such disclosure, (ii) an opportunity to seek a protective order or
other remedy with respect to the disclosure, including without limitation, to ensure that such
Confidential Information to the extent required to be disclosed is afforded confidential treatment,
and (iii) in the event a protective order or other remedy is not obtained, assurance that the
Receiving Party or its Approved Representatives will only furnish that portion of the Confidential
Information that is legally required to be disclosed.

6. The Receiving Party hereby acknowledges the ownership by the Disclosing Party
of the Protected Information. The Receiving Party agrees not to challenge the ownership of the
Protected Information, and agrees not to take any action that would be contrary to its express
acknowledgement of the ownership of the Protected Information by the Disclosing Party.

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Issue Date: 4/15/2013 Page 2 of 4
Nothing under this Agreement shall constitute or be construed as a grant of any express or
implied license to the Receiving Party to use the Protected Information. Furthermore, nothing
herein shall constitute or be construed as a grant of any ownership rights to the Receiving Party to
any Protected Information.

7. The Receiving Party understands and acknowledges that any and all information
contained in the Protected Information is being provided without any representation or warranty,
express or implied, as to the accuracy or completeness of such information. Unless and until a
definitive agreement with respect to any business transaction between the Disclosing Party and
the Receiving Party has been executed, each of the parties reserve the right to terminate
discussions and negotiations concerning the Possible Transaction at any time without entering
into a definitive agreement of any kind.

8. This Agreement and its validity, construction and effect shall be governed by the
laws of Indiana without regard to its conflict of law provisions. Each party shall bear its own
legal fees and expenses and all other fees and expenses incurred by it in connection with any
dispute, except that the losing party shall reimburse the prevailing party for reasonable attorneys
fees and disbursements and court costs incurred by the prevailing party in successfully seeking
any preliminary equitable relief or judicially enforcing any arbitration or mediation award.

9. The parties hereby agree that all suits, actions, proceedings, litigation, disputes,
or claims relating to or arising out of this Agreement shall be brought and tried in the Superior or
Circuit Court, as appropriate, of Pulaski County, Indiana, or any contiguous county, or the United
States District Court which includes Pulaski County, Indiana. In this regard, the parties hereby
(a) agree that venue shall be such courts, (b) irrevocably consent to service of process and to the
jurisdiction and venue of such courts, and (c) irrevocably waive any claim of inconvenient forum
if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in
any of such courts.

10. Any provision of this Agreement which is invalid or unenforceable in any

jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

11. The Receiving Party hereby acknowledges the importance and value of the
Disclosing Partys Confidential Information, that any breach of this Agreement could irreparably
harm the Disclosing Party, and that the Disclosing Party would have no adequate remedy at law
with respect to any such violation. In the event of the Receiving Partys breach or threatened
breach of any provision of this Agreement, the Disclosing Party, in addition to any other remedies
available to it either at law or in equity, is entitled to seek injunctive relief (without the posting of
any bond) restraining the Receiving Party from violation of such restrictions.

12. Any assignment or delegation by a party hereto of any rights or duties arising
under this Agreement, without the prior written consent of the other party, shall be void. This
Agreement shall be binding upon and inure to the benefit of the parties hereto, their
representatives and their permitted successors and assigns.

13. No modifications of this Agreement or waiver of any of its terms will be

effective unless set forth in writing and signed by the Party against whom it is sought to be
enforced.

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Issue Date: 4/15/2013 Page 3 of 4
 14. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument.

15. The term of this Agreement shall extend for three (3) years from the date hereof,
provided that the Receiving Partys obligations with respect to those items of Confidential
Information which the Disclosing Party has identified as trade secrets shall continue indefinitely
while such Confidential Information remains a trade secret.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their respective duly authorized representatives on the date set forth above.

________________________________ BRAUNABILITY

By:___________________________________ By:___________________________________

Printed:_______________________________ Printed:_______________________________

Title:_________________________________ Title:_________________________________

Issue Number: 5 FORM NUMBER: 1332

Issue Date: 4/15/2013 Page 4 of 4