Non-Disclosure Agreement

In the course of their dealings with each other, the undersigned parties may from time to time disclose certain technical and business information, which is proprietary, and confidential ("confidential information") to the disclosing party. This will confirm the agreement and understanding of the undersigned as follows:

1. "Confidential information" means all business, technical and other information, whether disclosed in writing, orally, or in any other form, tangible or intangible.
   
   

2. Except as provided in Paragraph 3 below, the party which receives such confidential information from the other party agrees to treat the same as strictly confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, such confidential information so received, and shall not make use of such information, without the prior written consent of the disclosing party. The receiving party agrees to protect such confidential information against unauthorized disclosure using the same degree of care, but not less than a reasonable degree of care, as the receiving party uses to protect its own confidential information of a like nature. Such confidential information may be disclosed only to such employees of the receiving party who reasonably require access to such information for the purpose for which it was disclosed and who have secrecy obligations to the receiving party.
   
   

3. The obligations set forth in Paragraph 2 above shall not in any way restrict or impair the right of the receiving party to disclose or use any information,

1. which at the time of disclosure does not qualify as a trade secret under the Uniform Trade Secret Act,
   
   

2. which after disclosure ceases to qualify as a trade secret under the Uniform Trade Secret Act, otherwise than through a breach of this Agreement by the receiving party,
   
   

3. which was known to the receiving party prior to receipt from the disclosing party, provided such prior knowledge is adequately substantiated by documentary evidence antedating the disclosure by the other party, or
   
   

4. which is disclosed to the receiving party by a third party (other than employees or agents of either party) without having been solicited by use of the confidential information, which, in making such information available to the receiving party, is not in violation of any obligation of confidentiality to the disclosing party under this Agreement.

4. The secrecy of the confidential information disclosed pursuant to the Agreement shall be maintained for a period of five (5) years from the date of disclosure thereof.
   
   

5. Upon request of the disclosing party, any writing, including software, containing or evidencing confidential information subject to this Agreement shall be returned to the disclosing party.

6. Except as provided herein, no right of license whatsoever, either expressed or implied, is granted to either party pursuant to this Agreement under any patent, patent application, or other proprietary right now or hereafter owned or controlled by the other party.
   
   
7. Any information disclosed hereunder is provided "As Is" and without any warranty.
   
   
8. The undersigned parties do not intend that any agency or partnership relationship be created between them by this Agreement.
   
   
9. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. This Agreement is made under and shall be construed according to the laws, other than choice of law provisions, of the State of Michigan.

In WITNESS WHEREOF, the parties have duly executed this Agreement this _______ day of _________________, 2002.