Dr. Robert N. Gurin PLEASE EXECUTE ON LETTERHEAD
The Summerland Group Inc.
3451 SE Court Drive
Stuart, Florida 34997-6013

Dear Bob: In Re: Non-Disclosure Agreement

It is understood that SummerWood has developed and commenced marketing of multiple electronic publishing products which incorporate Illumination© software, collectively referred to as Illuminatedpublications. You have solicited my interest and I have expressed to you a desire to receive a disclosure of Illuminated publications for my study and evaluation in consideration of investment. It is my understanding that you consider your information relating to Illuminatedpublications and its use in certain applications to be confidential and that you wish disclosed information to be held in confidence by me and, I specifically agree not to disclose that any discussions or contracts with Summerland have occurred or are intended.

You warrant to me that you have full power and authority to disclose information about Illuminatedpublications.

In the course of my consideration, I may ask for and receive Summerland's proprietary information, trade secrets, finances, business plans, equipment, customers, confidential information of customers, and personnel and it is understood that such information is for the purposes of providing products and services but that it may not be used for any other purpose. I agree:

  1. that the information disclosed, whether marked "confidential" or not will be received and held in confidence by me;
  2. that I will take such steps as may be reasonably necessary to prevent the disclosure of the information to any third parties; and
  3. that I will not commercially utilize the information or my analysis thereof without first having received your written consent.

My receipt of your disclosure is on the following conditions which are accepted by you and me:

The commitments set forth in (1), (2) and (3) shall not extend to any part of the information:

  1. which is known to me, or is information generally available to the public prior to its disclosure to me by you: or,
  2. which, after its disclosure to me, becomes information generally available to the public; or,
  3. which corresponds in substance to information furnished to me on a non-confidential basis by any third party having a bona fide right to do so; or which corresponds to information furnished by you to any third party on a non-confidential basis.

This agreement is not to be construed as obligating me to make any use of the Illuminatedpublications development. At the close of negotiations, I will promptly return to Summerland all records, reports, documents, and memoranda furnished and will not make or retain any copy. For convenience of the parties, faxed or e-mail signatures are acceptable.

 


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