MUTUAL NONDISCLOSURE AGREEMENT THIS MUTUAL NONDISCLOSURE AGREEMENT (this Agreement) is made this _______ day of ___________, 200_,

by and between Fiverun Inc., a Delaware corporation having a place of business at _________________ (Fiverun), and __________________, a __________________________ [corporation] with a business address at 524 Union St Ste 47 San Francisco, California 94133 (Company). Statement of Purpose In connection with the evaluation and analysis of a possible business relationship and contractual agreement between Fiverun and Company regarding _____________________ ("Transaction"), each party will disclose to the other certain Proprietary Information" (as defined below). When either party discloses such Proprietary Information, such party is referred to in this Agreement as a Disclosing Party, and when it receives Proprietary Information, such party is referred to as a Receiving Party. In consideration of furnishing the other party with Proprietary Information, the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fiverun and Company each agree as follows: 1. Definition of Proprietary Information. As used in this Agreement, the term Proprietary Information shall mean all communications, documents and other information, whether in written, oral or other form, which any Disclosing Party furnishes, causes to be furnished or otherwise discloses to a Receiving Party, or which a Receiving Party otherwise learns in connection with the evaluation and performance of the Transaction[, and which is marked or identified at the time of disclosure as the Proprietary Information of the Disclosing Party. Information disclosed verbally that is to be considered Proprietary Information must be identified as such at the time of disclosure and confirmed in writing by the Disclosing Party within thirty (30) days after such disclosure]. Notwithstanding the foregoing, Proprietary Information shall not include information that the Receiving Party can demonstrate: (a) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (b) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (c) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or (d) is or has been developed by the Receiving Party (as evidenced by the Receiving Partys written records) independently of the disclosures by the Disclosing Party. 2. Treatment of Proprietary Information. a. The parties acknowledge that each party considers the Proprietary Information it discloses to be valuable, confidential and a trade secret. Each party agrees to keep secret and confidential the Proprietary Information of the other party, and further agrees to use such information solely for the purpose of evaluating and performing the Transaction. Except as authorized by this Agreement, the Receiving Party shall not use any Proprietary Information for the Receiving Partys own or any third party's benefit, without the prior written approval of an authorized representative of the Disclosing Party. b. Each party further agrees that the Proprietary Information shall not be disclosed to any third party, except that a Receiving Party may disclose the Proprietary Information or portions thereof to those of its directors, officers, employees, representatives and agents (collectively, the Representatives) who need to know such information for the purpose of evaluating a Transaction between Fiverun and Company. Prior to disclosing any Proprietary Information to any Representative, the Receiving Party will inform such Representative of the confidential nature of the

Proprietary Information and will require such Representative to agree to be bound by confidentiality terms substantially equivalent to the terms of this Agreement. Notwithstanding any provision in this Agreement, a Receiving Party may disclose Proprietary Information or portions thereof to the extent required to comply with an order issued by a court or governmental agency of competent jurisdiction; provided, however, that prior to disclosing any Proprietary Information to such court or governmental agency, the Receiving Party shall give the Disclosing Party reasonable prior written notice to permit the Disclosing Party to challenge such order. c. Neither party shall reverse engineer, decompile or disassemble any software of the other party. 3. Ownership of Proprietary Information. Fiverun and Company each agree and acknowledge that all Proprietary Information of a Disclosing Party hereunder shall remain the sole property of the Disclosing Party to whom it relates. Nothing in this Agreement shall be deemed a license to the Receiving Party to use the intellectual property of the Disclosing Party. 4. Return of Proprietary Information. At the request of a Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all of the Disclosing Party's Proprietary Information, together with all copies thereof and all notes, drawings, abstracts and other information relating to the Proprietary Information prepared by the Receiving Party or any of its Representatives, regardless of the medium in which such information is stored, whether or not then in the possession of the Receiving Party or in the possession of any of the Representatives. Further, upon request of a Disclosing Party, the Receiving Party will provide the Disclosing Party with a statement, signed by a duly authorized representative of the Receiving Party, verifying that the Receiving Party has complied with the terms of this Agreement. 5. No Representations. Fiverun and Company understand and acknowledge that neither party is making, nor will either party make at the time of delivery of the Proprietary Information, any representation or warranty, express or implied, as to the accuracy or completeness of the Proprietary Information, and neither Fiverun nor Company, nor any of their respective officers, directors, employees, stockholders, owners, affiliates, agents or representatives will have any liability to the other party or any other person resulting from the use of the Proprietary Information. 6. Survival of Confidentiality Obligation. In the event the discussions between Fiverun and Company do not result in a Transaction or other business arrangement between Fiverun and Company, or if such a Transaction or arrangement is negotiated but not consummated, the covenants contained herein shall survive the termination of the discussions and negotiations respecting such Transaction or arrangement as discussed below. 7. Term. This agreement shall terminate three (3) years from the date stated above, except that the obligations of confidentiality and non-use with respect to Proprietary Information disclosed by the Disclosing Party to the Receiving Party prior to such termination shall survive the termination of this Agreement. 8. Miscellaneous. a. Fiverun and Company agree that money damages will not be an adequate remedy for any breach of this Agreement and that a Disclosing Party shall be entitled to equitable relief, including an injunction and specific performance, in the event of any breach or threatened breach of this Agreement, in addition to any other remedies available to the Disclosing Party at law or in equity. Fiverun and Company each waive the defense that an adequate remedy at law exists for any breach or threatened breach of this Agreement.

b. Failure to insist upon strict compliance with any provision of this Agreement shall not be deemed waiver of such provision or any other provision hereof. c. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns; provided, however, that this Agreement may not be assigned by either party without the prior written consent of the other party. d. This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements, negotiations and commitments between the parties related to the subject matter, and shall not be changed or modified in any manner, except by mutual written consent signed by duly authorized representatives of each of the parties. e. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of California, without regard to the conflicts of law rules of such State. f. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. g. The execution of this Agreement shall not create any agency, partnership, joint venture, association or any other relationship between the parties other than as independent contracting parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. FIVERUN, INC. By: Name: Title: Date: ________________________ By: Name: Title: Date: