Non-Disclosure Agreement

"Confidential Information" means any proprietary information disclosed by Diversified Communications System, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation information relating to any business strategies or arrangements, systems architecture, software technology or intellectual property. Confidential Information may also include information disclosed by third parties. Information communicated orally shall be considered Confidential Information if such information is designated as being confidential or proprietary at the time of disclosure and is reduced in writing and confirmed to Recipient as being Confidential Information within thirty (30) days after disclosure thereof. Confidential Information shall not, however, include any information which Recipient can establish was publicly known and made generally available in the public domain prior to the time of disclosure to Recipient by Disclosure.

Recipient agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between Recipient and Disclosure. Recipient agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures that Recipient takes to protect its own most highly confidential information. Recipient shall not make any copies of Confidential Information unless the same are previously approved in writing by Disclosure.

Nothing herein shall obligate Disclosure or Recipient 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.

All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Recipient shall be and remain the property of Disclosure and shall be promptly returned to Disclosure upon Disclosure's request.

Nothing in this Agreement is intended to grant any rights to Recipient under any patent, mask work right or copyright of Disclosure, nor shall this Agreement grant Recipient any rights in or to Confidential Information except as expressly set forth herein. Should the evaluation of the Confidential Information and the discussions between Disclosure and Recipient not result in a business relationship, Recipient agrees not to file or participate in the filing of, in the United States or in any other country, patent applications that make reference to patent applications of the Disclosure which may be disclosed as Confidential Information hereunder without the prior express written consent of an authorized officer of Disclosure.