This Confidential Disclosure Agreement ("CDA") is made by and between Innomax LLC ("Innomax"), a Wisconsin Limited Liability Corporation with its office at 2006 68th St, Unit C, Somerset, WI 54025, and your company (entered above) and their affiliates ("Company").

1. Purpose

Innomax and Company hereby acknowledge that each of the parties may provide Proprietary Information, as defined in Section 2 below, to the other for the sole purpose of the parties evaluating a transaction related to part design and manufacturing (the "Purpose"). The parties acknowledge that Innomax and Company are relying on this CDA before granting access to Proprietary Information.

2. Proprietary Information Defined

As used in this CDA and, except as set forth in Section 3 below, the term "Proprietary Information" means and includes all information disclosed by one party ("Disclosing Party") to the other party or parties ("Receiving Party") that (a) at the time of initial disclosure to the Receiving Party, is marked, labeled or specifically designated in writing as "Proprietary Information," or (b) if disclosed orally, is identified as Proprietary Information at the time of disclosure and confirmed in writing as such within thirty (30) days thereafter, or (c) qualifies as proprietary information because it is information in any form whatsoever relating to the Disclosing Party's or to any affiliate or subsidiary of the Disclosing Party's:

(i) financial information, including, but not limited to, financial statements, business plans, projections, data and accounting systems; (ii) product specifications and designs, models or builds, manufacturing processes, methods and know-how, production machinery, production schedules, quality assurance methods, new product development technology, prices, tariffs, trade secrets and secret procedures; (iii) sales, marketing and customer information, including, but not limited to, sales projections, business procedures and plans, the identity and lists of customers and the Disclosing Party's methods of marketing and promotion, advertising, marketing plans and proposals, operations, work product, names of, or agreements with, any of the Disclosing Party's customers, or improvements in any of the foregoing; (iv) computer software, including, but not limited to, source and object codes, flowcharts, algorithms, record layouts, routines, report formats, data compilers, assemblers, design concepts, and related documentation, manuals, and other materials; or (v) discoveries, inventions, copyrights, concepts and ideas, whether patentable or not, and including without limitation the nature and result of research, development, manufacturing, marketing, planning, and other business activities.

Failure to mark, label or specifically designate information as "Proprietary Information" at the time of initial disclosure to the Receiving Party shall not affect its status as Proprietary Information.

3. Exceptions to Proprietary Information

The definition of Proprietary Information set forth in Section 2 above does not include any information which (i) was publicly available at the time of disclosure; (ii) became publicly available through no act or failure to act on the part of the Receiving Party; (iii) was already in the Receiving Party's rightful possession prior to disclosure, as evidenced by the Receiving Party's written record; (iv) was disclosed to the Receiving Party by a third party having no duty of confidentiality to the Disclosing Party or any other third party; or (v) is independently developed without using the Disclosing Party's Proprietary Information.

4. Ownership of Data and Information

Unless otherwise agreed to in writing, the Receiving Party agrees that the Disclosing Party shall retain all ownership rights, title and interest in any specifications, blueprints, designs, documentary technical know-how, instructions, customer data, and all market data and analysis and other Proprietary Information provided by the Disclosing Party to the Receiving Party.

5. Non-Disclosure and Non-Use

The Receiving Party hereby agrees that at all times, it shall (i) maintain the confidential nature of any and all Proprietary Information disclosed to it pursuant this CDA including the existence of this CDA; (ii) use such Proprietary Information solely to accomplish the purpose set forth in Section 1 hereto; (iii) use reasonable efforts and diligence to safeguard such Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft; (iv) use at least the same degree of care, but no less than a reasonable degree of care, to safeguard and protect from disclosure such Proprietary Information as it uses with its own proprietary information that it does not wish to disclose; (v) not disclose to others, or permit any person or entity under its control to use or disclose to others, such Proprietary Information, except as expressly permitted by this CDA, or as may otherwise be expressly authorized by the Disclosing Party in writing; and (vi) provide immediate written notice to the Disclosing Party in the event it discovers a loss or unauthorized disclosure of such Proprietary Information.

6. Permitted Disclosure

The Receiving Party may disclose the Proprietary Information (i) to only those of its employees, agents or representatives who require access to such Proprietary Information to accomplish the purpose contemplated herein, but only if such employees, agents or representatives agree to treat the Proprietary Information in accordance with this CDA; and (ii) if disclosure is required by the Receiving Party pursuant to a law, judicial order or governmental directive, in which event the Receiving Party shall provide the Disclosing Party with prompt written notice of any such required disclosure prior to disclosing the Proprietary Information, and the Receiving Party shall take reasonable steps to maintain the confidentiality of the Proprietary Information.

7. Return of Proprietary Information

The Receiving Party agrees that at the completion of the purpose contemplated herein, or within fifteen (15) days of a request by the Disclosing Party, the Receiving Party shall (i) at the Disclosing Party's direction, promptly return to the Disclosing Party, or destroy as specified by the Disclosing Party, all documents, disks or other material embodying the Proprietary Information then in its possession, or under its control; (ii) certify its return or destruction of the Proprietary Information, as the case may be, upon demand by the Disclosing Party; and (iii) not retain any copies or records of the Proprietary Information except for a file to be retained by the Receiving Party's legal counsel. The return or authorized destruction of the Proprietary Information pursuant to this Section, or as a result of any termination of this CDA, shall have no effect on the obligations imposed on the parties with respect to the protection and non-disclosure of the Proprietary Information for the full period of time required under Section 8 hereof.

8. Survival

All of the provisions set forth in this CDA are continuing terms and shall survive the return or authorized destruction of the Proprietary Information pursuant to Section 7 hereof, any other termination of this CDA, and the termination date of any subsequent agreement relating to the Proprietary Information that the parties may choose to enter into. The obligation to treat Proprietary Information in accordance with this CDA will expire one (1) year from the date of initial disclosure to the Receiving Party. Upon completion of any acquisition transaction contemplated by the Purpose, this CDA shall terminate and be superseded by the terms of the definitive acquisition agreement.

9. Rights and Relationships

The parties agree that nothing in this CDA shall be construed as (i) creating a right or obligation for or on either party to purchase or sell specific goods or services or the transfer or license of technology to or from the other party; (ii) creating any form of joint venture, partnership, agency, licensor-licensee relationship or any other type of business association between the parties; or (iii) granting or conferring any rights or license of any kind whatsoever in or to the Proprietary Information disclosed under this CDA.

10. No Conflict

Each of the parties represents and warrants that it is under no obligation or restriction, nor will it assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning, the confidentiality obligations imposed under this CDA with respect to the Proprietary Information of the Disclosing Party. It is understood that Innomax may enter into similar relationships with other companies as those under discussion with Company and that this CDA does not in any way preclude Innomax from entering into such relationships.

11. Irreparable Injury

The parties acknowledge and agree that if the Receiving Party breaches this CDA, then the Disclosing Party will suffer irreparable injury, provided the Disclosing Party can demonstrate actual harm resulting from such breach. The parties agree that such irreparable injury suffered by the Disclosing Party as a result of the Receiving Party's breach cannot be compensated by money alone, and agree that a court order enjoining the Receiving Party from continuing to breach this Agreement is proper and warranted.

12. No Assignment

Neither party may, without the prior written consent of the other party, assign or transfer this CDA or any obligation incurred hereunder, except by merger, reorganization, consolidation, or sale of all or substantially all of such party's assets. Any attempt to do so in contravention of this Section shall be void and of no force and effect.

13. Authority to Sign

Each party represents, warrants and covenants that it has full and complete authority and authorization to execute and effect this CDA and to take or cause to be taken all acts contemplated by this CDA and that the person signing this CDA on behalf of such party has the full power and authority to bind such party to the terms of this CDA.

14. Construction

This CDA has been carefully read, the contents hereof are known and understood and it is freely signed by the parties hereto. This CDA shall not be construed against the party responsible for drafting any section alleged to be ambiguous or uncertain.

15. Entire Agreement

This CDA constitutes the entire agreement between the parties with respect to its subject matter. It supersedes any prior agreement or understanding between the parties with respect to the subject matter. This CDA and the confidentiality obligations imposed hereunder may not be modified or amended except by a writing executed by the duly authorized representatives of the parties.

16. Governing Law

This CDA and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Wisconsin, without giving effect to the principles of conflicts of laws. The parties submit and consent to the exclusive jurisdiction of the federal or state courts of Wisconsin, preferably in St. Croix County, for any claim or action arising from or relating to this CDA.

17. Non-Circumvention

During the term of this CDA and for one (1) year thereafter, neither party shall, directly or indirectly, use the other party's Proprietary Information to solicit, contact, or enter into any transaction with a third party introduced or identified during the Purpose, with the intent to circumvent the other party's role in the contemplated transaction.