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Non-Disclosure Agreement

You, the independent contractor (hereinafter referred to as Auditor), and Insula Research (Insula or the Company) in contemplation of and for the consideration of a possible business relationship, transaction or arrangement between the parties, hereby agree as follows:

1. DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION:
  At all times during and after the term of the party's discussions, Auditor will hold in strictest confidence and will not disclose to any unauthorized person or use (except in connection with its work for Insula) any of Insula's Confidential Information. "Confidential Information" means trade secrets and any information, process or idea considered and treated as confidential and not publicly disclosed by the Company revealing the information under this agreement. Confidential Information will not include information that is now or in the future becomes generally available to the public other than as the result of a breach of this agreement. Examples of Confidential Information include:
  (a) Company's customer and prospective customer lists (including rolodex/address book information, but not the fact of the Company's business relationships with such customers);
  (b) Company's vendor and prospective vendors (including rolodex/ address information, but not the fact of the Company's business relationships with such vendors);
  (c) Confidential correspondence, notes, files, memoranda, notebooks, drawings, schematics, specifications, plans programs, price lists, inventory control lists, materials, data, devices, records, research and development, computer-recorded information of any kind, videotapes, tangible property, equipment, entry cards, identification badges and keys;
  (d) Confidential information regarding the Company's operations, finances, methods, plans, and results;
  (e) Company's confidential arrangements with suppliers and distributors;
  (f) Company's confidential plans and strategies for research, development, expansion, store design, staffing and management systems, new products, purchasing, budgets, priorities, marketing and sales;
  (g) Company's confidential financial statements and data regarding sales, profits, productivity, purchasing arrangements, prices and costs;
  (h) Confidential information regarding Company's computer systems and programs;
  (i) Third party confidential information that the Company has a duty to maintain as confidential;
  (j) Confidential personnel information such as the identities, capabilities, activities, compensations, performance, and ratings of employees;
  (k) Confidential information regarding employee hiring, incentives, evaluation and discipline practices and programs, and labor allocations at each Company;
  (l) Confidential training programs, techniques, and materials;
  (m) Confidential marketing and promotional plans, methods, budgets and targets;
  (n) Confidential cost-control methods and practices; and
  (o) Information collected by Auditor during the course of its work with the Companies employees or agents.
    Each party understands that this list in not all-inclusive and that other information may qualify as Confidential Information.

2. TERMINATION OF ARRANGEMENT:
  When the parties cease discussions with the other, Auditor will deliver to the Company the originals and all copies of any and all notes, memoranda, records and documentation and any other material containing or disclosing any Confidential Information of the Company that are in its possession or under its control.

3. DURATION:
  The obligations imposed by this agreement remain in force indefinitely after termination for any reason.

4. INJUNCTIVE RELIEF:
  Each party acknowledges and agrees that in the event of a breach or threatened breach of the agreement, Insula may suffer an irreparable injury and remedies at law may be inadequate. Accordingly, Auditor agrees that in such event the Company is entitled to apply for an injunction, restraining it from disclosing Confidential Information or from rendering any services to any person, company or other entity to whom Confidential Information has been disclosed or is threatened to be disclosed. (This clause, however, will not be interpreted as prohibiting Company from pursuing any other available remedies, including the recovery of damages.)

5. LEGALLY REQUIRED DISCLOSURE:
  Notwithstanding the above, Company acknowledges that nothing in this agreement prevents Auditor from disclosing Confidential Information to the extent it is required to do so by a court order applicable to it or the published rules and regulations of governmental agency or body with jurisdiction over it, provided that (I) The disclosing party gives Company prompt notice of such request, (ii) The disclosing party cooperates with the Company in any proceeding to obtain an appropriate protective order relating to such disclosure, and (iii) if a protective order cannot be obtained or is not sought, the disclosing party uses reasonable efforts to obtain assurances that such information will be kept confidential.

6. GENERAL:
  (a) Attorneys Fees. If any legal action arises relating to this agreement, the prevailing party will be entitled to recover all costs, expenses, and reasonable attorneys fees incurred because of the legal action.

  (b) Severability. In the event that any paragraph or provision of this agreement is held to be illegal or unenforceable, that paragraph provision will be severed from this agreement and that balance of this agreement will remain in full force and effect.

  (c) Governing Law. This agreement is governed by the laws of the State of Ohio without giving effect to the conflict of laws or provisions thereunder.

  (d) Cumulative Remedies; Waiver. All rights and remedies conferred under this agreement or by any other instrument of law are cumulative, and may be exercised singularly or concurrently. Failure by Insula to enforce any provision will not be deemed a waiver or future enforcement of that or any other provision.

  (e) Notice. All notices, requests, demands and other communications hereunder will be in writing and will be deemed to have been duly given (A) when delivered personally; (B) three days after mailing by certified mail, return receipt requested, postage prepaid or upon proof of delivery by prepaid express courier, to the address of the applicable party; or (C) one day after transmission by facsimile to the facsimile number provided by Auditor. Addresses or facsimile numbers may be changed by notice given in accordance with the provisions of this Section, except that a notice of change of address will not be deemed to have been duly given until actually received by the addressee.

7. EXECUTION:
  This agreement is executed on the date indicated below and covers all Confidential Information and Inventions currently known to Auditor as well as Confidential Information and Inventions that become known to Auditor during the course of the relationship between the parties.

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