CONFIDENTIALITY AGREEMENT, effective ,2004, between KEI Communications LLC, having offices at 7564 Chapelview Court, Temperance, MI 48182, and , a company, with principal offices at: ____________________________________________

WHEREAS, the parties to this Confidentiality agreement have determined to establish terms governing the confidentiality of certain information one part ("Owner") may disclose to the other party ("Recipient");

NOW THEREFORE, the parties agree as follows:

1. For the purposes of this Confidentiality Agreement, "Confidential Information" means all information in whatever form transmitted relating to the past, present or future business affairs, including without limitation, research, development, or business plans, operations or systems, of Owner or another party whose information Owner has in its possession under obligations of confidentiality, which (a) is disclosed by Owner or its affiliates to Recipient or its affiliates, bearing an appropriate legend indicating its confidential or proprietary nature or otherwise disclosed in an appropriate legend indicating its confidential or proprietary nature or otherwise disclosed a manner consistent with its confidential or proprietary nature or (b) is produced or developed during the party, give or increase such competitors; advantage over that party or diminish that party’s advantage over its competitors. Confidential Information shall not include any information of an Owner that: (a) is already known to Recipient at time of its disclosure; (b) is or becomes publicly known through no wrongful act of Recipient; (c) is received form a third party free to disclose it to Recipient; (d) is independently developed by Recipient; (e) is communicated to a third party with governmental agency or is otherwise required to be disclosed by law, provided that before making such disclosure the Recipient shall give the Owner an adequate opportunity to interpose an objection or take action to assure confidential handling of such information.

2. For a period of one (1) year from the date of disclosure to either Party, Recipient and or Owner shall not disclose any Confidential Information it receives from Owner/Recipient to any person or entity except employees of Recipient and its affiliates who have a need to know and who have been informed of Recipient’s obligations under this Confidentiality Agreement. Both Parties shall use or not less than the same degree of care to avoid disclosure of such Confidential Information as Recipient uses for its own confidential information of like importance.

3. All Confidential Information disclosed by Owner to Recipient or likewise under this Confidentiality Agreement in tangible form (including, without limitation, information incorporated in computer software or held I electronic storage media) shall be and remain property of Owner. All such Confidential Information shall be returned to Owner promptly upon written request and shall not thereafter be retained in any form by either party. The rights and obligations of the parties under this Confidentiality Agreement shall survive any such return of Confidential Information.

1. Neither Party shall have any liability or responsibility for errors or omissions in, or any business decisions made by Recipient in reliance on, any Confidential Information disclosed under this Confidentiality Agreement.

2. The parties agree that, in the event of a breach or threatened breach of the terms of this Confidentiality Agreement, Owner or Recipient shall be entitled to an injunction prohibiting any such breach. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of money damages. The parties acknowledge that Confidentiality Agreement will result in irreparable injury to Owner.

3. Either party may terminate this Confidentiality Agreement by written notice to the other. Notwithstanding any such termination, all rights and obligations hereunder shall survive with respect to Confidential Information disclosed prior to such termination.

4. Neither party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Confidentiality Agreement or the discussions or negotiations covered by this Confidentiality Agreement without prior written consent of the other party.

5. The term "affiliate" shall mean any person or entity controlling, controlled by or under common control with a party.
6. This Confidentiality Agreement: (a) is the complete agreement of the
parties concerning the subject matter hereof and supersedes any prior such agreements; (b) may not be amended or in any manner modified except in writing signed by the parties; and (c) shall be governed by and construed in accordance with the laws of the State of Michigan without regard to its choice of law provisions. If any provision of this Confidentiality Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein.

IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first above written.

 

Kei Communications LLC	Company: ___________________________
By: Kevin D. Emahiser	By: _________________________________
Signature: ___________________________	Signature: ___________________________
Title: President	Title: ________________________________

Fax to 419.710.7189