Nuspire L.L.C.  
Circuit Order System (COS)  
COS CONFIDENTIALITY AND USAGE AGREEMENT

  This Confidentiality Agreement (the “Agreement”) is entered into and is effective as of ____/____/______ (the “Effective Date”) by and between Nuspire L.L.C., with an office at 3155 Dallavo Ct. Walled lake, MI 48390, U.S.A. (“Nuspire”) and ______________________________________, (“Provider”) with an office at_______________________________________________ (“Provider”).

The provider mentioned above will have access to the Nuspire Circuit Order System (COS) Nuspire desires to keep data within COS confidential. Also Nuspire may disclose certain confidential information defined below and Nuspire desires to keep such information confidential.

In consideration of the disclosure of such information to Provider, Provider is willing to keep such information confidential in accordance with the terms and conditions set forth in this Agreement.

All Contacts within COS will be considered Nuspire clients (“Nuspire clients”) and  Nuspire sales upon the closing  of any contracts between Provider and entity retrieved from COS.

Provider services will be priced/delivered/fulfilled to the specifications set forth in the Quote / Circuit Order Record submitted and approved by Provider in COS. Provider also agrees to make all updates pertaining to the installation, provisioning, service issues and interruptions Directly into the COS Circuit Order Record.   At no time will said Provider contact, offer, or perform competitive services to Nuspire clients outside the COS system unless under direct written consent of Nuspire. Provider will not hire or attempt to hire any person(s) employed by Nuspire for the duration of this contact and a period of one year after its expiration.

Nuspire and Provider hereby agree as follows:

1.       Definition Of Confidential Information.  The Provider acknowledges that the terms and conditions of this Confidentiality Agreement, the existence of the discussions between Provider and Nuspire and other information, including but not limited to: User Names, Passwords and any information contained in or pertaining to the Nuspire Circuit Order System (COS), product plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, or any third-party confidential information disclosed by Nuspire, will be considered confidential (“Confidential Information”).

2.       Non-disclosure and Non-use of Confidential Information.  Provider agrees to use reasonable care, but in no event no less than the same degree of care that it uses to protect its own confidential information and Account access information (User Names, Passwords) of similar importance, to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information.  Provider agrees to accept Nuspire’s Confidential Information for the sole purpose of evaluation in connection with Provider’s business discussions and projects with Nuspire.  Provider agrees not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of Nuspire in each instance.

3.       Ownership Of Confidential Information.  All Confidential Information, and any Derivatives thereof created by Nuspire, remains the property of Nuspire and no license or other rights to Confidential Information is granted or implied hereby.  For purposes of this Agreement, “Derivatives” shall mean:  (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted, (ii) for patentable or patented material, any improvement thereon and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.

4.       No Warranty. All information is provided “AS IS,” and without any warranty, whether express or implied, as to its accuracy or completeness.

5.       Return Of Documents. Within ten business days of Nuspire’s written request, Provider will return to Nuspire all documents, records and copies thereof containing Confidential Information. For purposes of this section, the term “documents” includes all information fixed in any tangible medium of expression, in whatever form or format. Provider also agrees to purge all copies of Confidential Information stored in electronic memories or media.

6.       entire agreement.  This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement signed by authorized representatives of both parties. 

7.       Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan and the federal laws of the United States.

8.       TERM.  The term of this Agreement shall be For the duration of the Providers Access to the COS system and there after until the complete compliance of the “Return Of Documents” Section of this agreement, provided that Provider’s duty to protect Nuspire’s Confidential Information shall survive expiration or termination of this Agreement and shall expire four (4) years from the date of disclosure of Confidential Information.

Understood and agreed: