PROPRIETARY INFORMATION NON-DISCLOSURE AGREEMENT This Proprietary
Information Non-Disclosure Agreement ( Agreement ) is made and entered
into as of ___________ ( Effective Date ) by and between the BWG
Institute, a Michigan nonprofit corporation, with offices in Ann Arbor,
Michigan ( BWG ), and _______________________, a ______________
corporation, with offices in _______________, ____ ( ____ Purpose.
Subject to the terms and conditions hereof, the parties hereto agree to
exchange proprietary information relating to mechanisms, architectures,
and algorithms to achieve collaborative behavior of multiple robotic
platforms for the purpose of developing and jointly marketing research
concepts and proposals ( Purpose Proprietary Information:  Definition.
For purposes of this Agreement, the term Proprietary Information shall
mean any technical, business, financial or other information or data
furnished by one party to the other:  in written or other tangible form
marked with a proprietary legend, or in oral or visual form, identified
as being proprietary at the time of disclosure, which is reduced to
writing and appropriately labeled and delivered to the receiving party
within thirty (30) days of such disclosure.  During this thirty (30)
day period of time, the information disclosed shall be deemed to be
Proprietary Information.  Notwithstanding the foregoing, any oral or
visual disclosure of financial data, customer information, and/or
marketing data of a party, whether or not reduced to writing, shall be
considered to be Proprietary Information and shall be handled and
treated in accordance with the terms of this Agreement.  Standard of
Care.  The Standard of Care which each party will be required to employ in
protecting and handling all Proprietary Information received pursuant to
this Agreement is the same degree of care which the receiving party
employs to protect and safeguard the confidentiality of its own
Proprietary Information of like kind.  Protection and Handling.  Each
party agrees that, unless it has obtained the other party's prior written
permission:  it will not disclose any of the other party's Proprietary
Information to any third party; it will copy only such portions of the
other party's Proprietary Information as may reasonably be required to
carry out the above-stated Purpose, provided that each such copy, whether
in whole or in part, includes a reproduction of all proprietary markings
and legends contained on the original which pertain to the copied
portions; and iii) it will redisclose the other party's Proprietary
Information only to those of its own officers, employees and officers or
employees of its affiliated corporations who have a need-to-know in order
to carry out the above-stated Purpose, provided that all such persons are
informed that the information is Proprietary Information of such other
party and as such, is subject to protection and handling in accordance
with the terms of this Agreement.  Information Not Subject to
Confidentiality.  The obligations hereunder shall not apply to information
that:  is or becomes publicly available; or was known to the receiving
party without restriction at the time of receipt; or iii) is independently
developed by the receiving party without reference to the information
received; or is obtained from a third party which has an unrestricted
right to disclose the information; or is required to be disclosed by a
court of competent jurisdiction if the disclosing party was given prompt
notice of the pendency of a proceeding seeking the disclosure of such
information and the opportunity to seek the court's permission to
intervene.  Every item of Proprietary Information shall be considered
severable, and should any item of a party's Proprietary Information fall
within any of the above exceptions, all other items shall continue to be
subject to the prohibitions and restrictions set forth herein.  Period of
Protection.  The Period of Protection during which Proprietary Information
received pursuant to this Agreement will be subject to an obligation of
confidentiality and protection, and subject to restrictions on handling,
disclosure and use, will begin on the date of disclosure and end three (3)
years thereafter.  Confidentiality.  This Agreement does not require, nor
may it be implied that either party will be required, to disclose any
particular Proprietary Information to the other party hereunder.  Each
party agrees that during the Period of Protection it will maintain in
confidence and secrecy, all Proprietary Information received pursuant to
this Agreement and will protect and handle such Proprietary Information
with the above Standard of Care to prevent unauthorized disclosure and use
thereof.  Each party further agrees that Proprietary Information received
from the other party pursuant to this Agreement, if identified as being
Proprietary Information of any third party participating in the Subject
hereof, will be protected and handled by the receiving party in the same
manner as required herein for Proprietary Information belonging to the
parties hereto.  Restrictions on Use.  The receiving party may use the
disclosing party's Proprietary Information to evaluate, propose and/or
interface with the disclosing party and/or the disclosing party's
products, but only for the mutual benefit of both parties in furtherance
of the above-stated Purpose.  Inadvertent Disclosure.  A receiving party
shall not be liable for accidental or inadvertent disclosure or use of
Proprietary Information received pursuant to this Agreement, if such
receiving party shows that the above Standard of Care was employed in the
protection and handling of the disclosing party's Proprietary Information,
and that upon discovery, the receiving party made a reasonable effort to
retrieve any such accidentally or inadvertently disclosed Proprietary
Information and took such additional measures as may reasonably have been
required under the circumstances to prevent any further unauthorized
disclosure and use of the disclosing party's Proprietary Information.
Inadvertent Failure to Identify.  In the event that the disclosing party
inadvertently or accidentally fails to identify information or data
furnished to the receiving party as being Proprietary Information in
accordance with the above provisions, the disclosing party may correct
such inadvertence or accident by notifying the receiving party in writing
within thirty (30) days after the discovery thereof; provided, however,
that the receiving party shall have no liability whatsoever with respect
to any disclosures or uses of the unidentified or unmarked Proprietary
Information which occurred prior to receipt of such written notification.
Ownership.  Proprietary Information belonging to a party shall remain the
sole property of that party and nothing contained in this Agreement shall
be deemed, by implication, estoppel or otherwise, to grant any right or
license thereto to the other party or to any other firm or person.  No
Formal Business Obligations.  The parties hereto are and shall remain
independent contractors.  This Agreement shall not constitute, create,
give effect to or otherwise imply a joint venture, pooling arrangement,
partnership or formal business organization of any kind, nor shall it
constitute, create, give effect to, or otherwise imply an obligation or
commitment on the part of either party to submit a proposal or perform a
contract with the other party.  Nothing herein shall be construed as
providing for the sharing of profits or loss arising from the efforts of
either or both parties.  Neither party will be liable to the other for any
of the costs associated with the other's efforts in connection with this
Agreement.  No Warranties, Representations or Liability.  In furnishing
any information or data, the disclosing party makes no warranty,
guarantee, or representation, either express or implied as to its
adequacy, accuracy, sufficiency, or freedom from defects; or that use or
reproduction of any information or data shall be free from any patent,
trade secret, trademark or copyright infringement.  The disclosing party
shall not be liable in damages, of whatever kind, as a result of the other
party's receipt or use of, or reliance upon, any such information or data
furnished hereunder. Neither party shall be liable to the other party for
incidental, special or consequential damages.  Export Controls.  The
parties and their consultants, agents and employees shall not disclose any
Proprietary Information disclosed hereunder in violation of the laws and
regulations of the United States, including, but not limited to, the
Export Administration Regulations (EAR) of the U.S. Department of Commerce
or the International Traffic in Arms Regulations (ITAR) of the U.S.
Department of State.  A receiving party may not export or apply for a
license to export Proprietary Information without the prior written
consent of the disclosing party.  Termination.  This Agreement shall be in
effect for a period of three (3) years from the Effective Date hereof
unless sooner terminated pursuant to the following provisions:  Either
party may terminate this Agreement forthwith and without notice or the
opportunity to cure for any violation by the other party of any of the
provisions hereof.  The termination of this Agreement shall not affect the
obligations of either party to protect Proprietary Information as set
forth herein.  Upon termination of this Agreement, both parties shall:
cease all use of Proprietary Information belonging to the other party;
delete any software included in the Proprietary Information from any
computer equipment on which it is then installed; iii) return to the other
party, upon request, all Proprietary Information delivered or disclosed by
such other party under or in connection with this Agreement, together with
all copies thereof (other than copies which the party warrants it has
destroyed); except a receiving party may retain one archival copy of
received Proprietary Information solely to be used for evidentiary
purposes in the event that a dispute arises out of this Agreement.  Either
party may terminate this Agreement upon 30 days written notice.  Any such
termination shall be prospective only and shall not affect the rights or
duties of either party with regard to information that was disclosed prior
to such termination.  Contact Person.  Each party shall designate in
writing one individual within its organization as the primary person
authorized to accept Proprietary Information on behalf of the designating
party.  Until further notice, the parties so designate the following:  For
BWG For ______________________________________
______________________________________ Address:  Address:  Telephone No.:
Telephone No.:  Fax No.:  Fax No.:  E-mail:  E-Mail:  Miscellaneous:
Entire Agreement.  This Agreement contains the entire understanding
between the parties governing the exchange of Proprietary Information and
any modifications must be made in a writing signed by both parties.
Governing Law.  This Agreement shall be governed by the laws of the State
of Michigan, except its choice of law rules, and any dispute concerning
the interpretation of this Agreement or any allegation of breach of its
provisions shall be resolved by judicial action brought in the courts of
the State of Michigan and the parties hereby consent to the exclusive
jurisdiction of such courts over any such disputes.  Assignment.  This
Agreement may not be assigned in whole or in part by either party without
the prior written consent of the other party; except upon the merger,
consolidation, sale or other transfer of all or substantially all of the
assets of either party, provided that the surviving party agrees to be
bound in all respects by the provisions of the Agreement.  Multiple
Copies.  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which shall constitute
one and the same instrument.  IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.
Accepted for:  Accepted for: