Security Business Opportunities

Non-Disclosure Agreement Terms
This Agreement is entered into , between Homeland Security Strategies, Inc. (hereinafter referred to as HSS), a Delaware corporation, having an office at 145 Huguenot Street, New Rochelle, NY 10801,and (hereinafter referred to as a State corporation having an office at address indicated above

WHEREAS, the above parties contemplate discussions and analyses concerning the technologies, capabilities, and business opportunities of each; and WHEREAS, in order to facilitate such discussions and analyses certain confidential and proprietary technical, financial, or business information may be disclosed between the parties.

NOW, THEREFORE, the parties agree as to the following:

1. The term 'Information', as used in this Agreement, means all specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data.

2. 'Proprietary Information' is defined as Information that is in the possession of the disclosing party, is not generally available to the public, and which a party desires to protect against unrestricted disclosure or competitive use.

3. All Information which is disclosed by one party to the other party and which is to be protected hereunder as Proprietary Information of the disclosing party shall:
1. If in writing or other tangible form, be conspicuously labeled as Proprietary, Confidential, or the like at the time of delivery; and

2. If oral, be identified as Proprietary prior to disclosure. Either party shall have the right to correct any inadvertent failure to designate information as Proprietary by written notification as soon as practical after such error is determined. The party receiving said notification shall, from that time forward, treat such information as Proprietary.

4. All disclosures of Proprietary Information between the parties pursuant to this Agreement shall be made only to representatives designated by each party to receive such Information.

5. Subject to the provisions of paragraph 6 with respect to any Proprietary Information provided hereunder, the receiving party shall, for a period of three (3) years from the date of disclosure, use the same care and discretion to limit disclosure of such Proprietary Information as it uses with similar Proprietary Information of its own which it does not desire to disclose or disseminate including taking steps to:
1. Restrict disclosure of Proprietary Information solely to its employees with a need to know and not disclose such Proprietary Information to any other parties;

2. Advise all receiving party employees with access to the Proprietary Information of the obligation for protecting the Proprietary Information provided hereunder and obtain the their agreement to be so bound; and

3. Use the Proprietary Information provided hereunder only for purposes directly related to the technical and business opportunities discussions conducted on this date and any follow-on discussions, and for no other purposes

6. The obligations imposed upon either party herein shall not apply to Information whether or not designated as Proprietary:
1. Which is made public by the disclosing party;

2. Which is already in the possession of the receiving party and not subject to an existing agreement of confidence between the parties;

3. Which is received from a third party without restriction and without breach of this Agreement;

4. Which is independently developed by the receiving party as evidenced by its records; or

5. Which is disclosed pursuant to a valid order of court or other governmental body or any political subdivision thereof; provided, however, that the recipient of the Information shall first have given notice to the disclosing party and made a reasonable effort to obtain a protective order requiring that the Information and/or documents so disclosed be used only for the purposes for which the order was issued.

7. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Proprietary Information disclosed to the receiving party. All Proprietary Information shall remain the property of the disclosing party and shall be returned by the receiving party to the disclosing party upon request. If the parties hereto decide to enter into any licensing arrangement regarding any Proprietary Information or present or future patent claims disclosed hereunder, it shall only be done on the basis of a separate written agreement between them. No disclosure of any Proprietary Information hereunder shall be construed a public disclosure of such Proprietary Information by either party for any purpose whatever.

8. The furnishing of Proprietary Information hereunder shall not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party.

9. In the event either party discloses, disseminates or releases any Proprietary Information received from the other party, except as provided above, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the other party may demand prompt return of all Proprietary Information previously provided to such party. The provisions of this paragraph are in addition to any other legal right or remedies the party whose Proprietary Information has been disclosed, disseminated or released may have under federal or state law.

10. This Agreement constitutes the entire agreement between the parties and supersedes any prior to contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be modified except in writing and signed by both parties.

11. This Agreement shall be governed by the laws of the State of New York, and both parties consent to the jurisdiction of the federal and state courts located in the State of New York.

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