THIS AGREEMENT is entered into this _______ day of _____________, 20_____, by and between A-TECH Corporation, dba ATA Sensors, hereinafter "ATA Sensors", and 

_________________________________________________________________________ ("Recipient ").  The persons executing this Agreement hereby warrant that they are authorized to do so for and on behalf of the above-named companies.

RECITALS :

A. ATA Sensors is engaged in research, new product development and product marketing activities for proprietary radial motion and rate sensor products, and

B. The parties to THIS AGREEMENT are interested in entering into discussions which may lead to future business relationships ; and

C. In connection with such discussions, ATA Sensors will disclose to Recipient certain information concerning its business and technologies, a portion of which information is regarded by ATA Sensors as confidential or proprietary, and the parties desire to provide for a means of determining which information is confidential or proprietary information and for the respective right and duties of the parties with respect thereto;

NOW , THEREFORE, the parties hereto agree as follows:

1. Definitions. As used herein:
(a)   The term "Information" shall mean all information relating to ATA Sensors business, technologies or prospective business which is furnished to the recipient by ATA Sensors.

(b)   The term "Confidential Information" shall mean all information which ATA Sensors protects against unrestricted disclosure to others and which: 

if in written or other tangible form, is clearly designated and labeled as "Confidential"; and if disclosed orally, is reduced to a writing designating such information as "Confidential" which is delivered to the Recipient promptly following such oral disclosure. By way of illustration, but not limitation, such Confidential Information may include inventions, concepts, designs, formulas, techniques, processes, electronic circuits, firmware, software, or market data.

2.  Protection of Confidential Information. The Recipient agrees, with respect to any Confidential Information received by him or her and their represented companies:

(a)   To use such Confidential Information only for the purpose previously stated (i.e., for the purpose of evaluation and effecting the proposed transaction between the parties):

(b)   To use the same methods and degree of care to prevent disclosure of such Confidential Information as it uses to prevent disclosure of its own proprietary and Confidential Information; and

(c)   To return such Confidential Information received in any tangible form to ATA Sensors at the request of ATA Sensors and to retain no copies or reproductions thereof.

3.  Limitations. The Recipient shall not be obligated to treat information as Confidential Information if such information:

(a)   was rightfully in Recipient's possession or was rightfully known to Recipient prior to receipt from ATA Sensors, or

(b)   is or becomes public knowledge without the fault of Recipient; or

(c)   is or becomes rightfully available to Recipient without confidential restriction from a source not under ATA Sensors control; or

(d)   is independently developed by Recipient without use of the Confidential Information disclosed hereunder; provided, however, that the burden of proof of such independent development shall be upon Recipient; or

(e)   is disclosed pursuant to court or government action provided, however, that recipient gives ATA Sensors reasonable prior notice of disclosure pursuant to such court or government action. 

4.  THIS AGREEMENT shall remain in force for a period of three (3) years from the date of receipt of last "Confidential" information received under this Agreement.

5.   Each party agrees that its obligations hereunder are essential in order to protect the other, and its business, and expressly acknowledges and agrees that monetary damages would be inadequate compensation for any breach of any covenant or agreement set forth herein.  Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other and that, in addition to and without waiving any other remedies (Including damages) that may be available, in law, in equity or otherwise, the aggrieved party shall be entitled to obtain temporary, preliminary and/or permanent injunctive relief against the threatened breach of this Agreement or the continuation of any such breach,  without the necessity of proving damage.

This agreement is acknowledged and signed by an authorized representative of the respective companies:


By:_______________________________________________________ By:_______________________________________________________
                            ATA Sensors Signature                                                       "RECIPIENT" Signature

__________________________________________________________     _______________________________________________________
                         Printed Name Printed Name                                                Printed Name Printed Name

__________________________________________________________     _______________________________________________________
                                         Title                                                                                 Title

__________________________________________________________     _______________________________________________________
                                         Date                                                                                Date