By requesting information about MedSign International Corporation and its products and services, for the purpose and potential for investment, you agree to the following Mutual non-disclosure agreement made in your name and on the effective date of your request:

1. Purpose. MedSign and you, and your company (“Parties”) wish to engage in discussions and negotiations regarding exploration of a business opportunity of mutual interest (“Authorized Purpose”) and in connection with this Authorized Purpose, each party may disclose to the other certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.
2. Confidential Information means any information (including, without limitation, documents, computer data, or oral communications) disclosed by either party to the other party, whether prior to or after the Effective Date of this Agreement and either directly or indirectly, (i) in writing and marked as confidential or similar designation at the time of disclosure; (ii) in any other manner or media if it is identified or marked as confidential upon disclosure; or (iii) in any other manner or media if it is treated as confidential upon disclosure and is designated as confidential in a writing delivered to receiving party within thirty (30) days after disclosure. Confidential Information may also include information disclosed to receiving party by a third party at the direction of the Disclosing Party. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
3. Confidentiality. MedSign and Surge agree that Confidential Information shall remain the propertyof the disclosing party. No proprietary rights, by license or under patents of proprietary technology of a disclosing party, or otherwise, are granted to a receiving party by this Agreement or by any disclosure of Confidential Information hereunder. Each party further agrees to hold in strictest confidence any business or other information concerning the other party which is Confidential Information, and which may become known to it in connection with the conduct of its due diligence and other activities hereunder. Notwithstanding the foregoing, Confidential Information may be revealed to those persons who are advising the party with regard to the transactions contemplated hereby, or otherwise have a reasonable and legitimate need to know, provided such persons agree to be bound by these non-disclosure
4. Non-use and Non-disclosure. Each party agrees to use any Confidential Information of the other party solely for the Authorized Purpose and not for any third party’s benefit. Each party agrees to limit disclosures of Confidential Information of the other party to those employees of the receiving party who are required to have Confidential Information in order to evaluate or engage in discussions regarding the Authorized Purpose. Except as permitted by this Agreement, each party agrees that it will not disclose any of the Confidential Information to any third party without the express written consent of the disclosing party. Notwithstanding the foregoing, Confidential Information may be revealed to those persons who are advising the party with regard to the transactions contemplated hereby, or otherwise have a reasonable and legitimate need to know, provided such persons agree to be bound by these non-disclosure
5. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information.
6. Legally Compelled Disclosure. In the event the receiving party is required to disclose the disclosing party’s Confidential Information pursuant to a valid order by a court or other governmental body or as otherwise required by law, prior to any such compelled disclosure, the receiving party will (i) notify the disclosing party of the legal process, and allow the disclosing party to assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (ii) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.
7. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
8. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, OR COMPLETENESS.
9. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party’s written request or upon termination of this Agreement. To the extent that it is not feasible to return such Confidential Information, then the terms of this Agreement shall survive such termination with respect to the Confidential Information as long as it is held.
10. Breach. The parties acknowledge and agree that the breach of this Agreement by a party shall result in irreparable harm to the other parties. Therefore, in addition to any and all other remedies available to the non-breaching parties at law or equity, a non-breaching party shall be entitled to injunctive or equivalent relief enjoining the breach of this Agreement. In the event it breaches this Agreement, the breaching party agrees to pay reasonable attorney fees (including, without limitation, the allocated costs of in-house counsel) incurred by the non-breaching parties in instituting any lawsuit, cause of action, or proceeding for such breach, provided that the non- breaching parties prevail in the suit, action, or proceeding.
11. Term. The confidentiality and nondisclosure obligations set forth in this Agreement shall be effective as of the date first above written and shall continue as long as the Confidential Information disclosed is not in the public domain.
12. Miscellaneous. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and neither party shall have any obligation, express or implied by law, except as set forth herein. Each party represents, warrants and covenants that it has the full right and authority to enter into this agreement and perform its obligations hereunder, that all required corporate approvals and authorizations have been obtained, and that, upon signature by its authorized representative listed below, this Agreement shall have been duly executed and be legally binding upon the respective party in all respects. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. WITH YOUR DIGITAL REQUEST FOR INFORMATION, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date of this request.