FEDERATED WIRELES S, INC.NON-DISCLOSURE & EVALUATION AGREEMENTFederated Wireless, Inc., a Delaware corporationwith its principal offices at 4075Wilson Blvd., Ninth Floor, Arlington, VA 22203(“Company”),and ___________________,a __________________ [corporation/limited liability company/etc.], on behalf of itself and its affiliates, with its principal place of business located at___________________________(collectively, the “Evaluator”),herebyenter intothis Evaluation Agreement(this “Agreement”) as  of _____________, 20__(the“Effective Date”). Evaluatorand Companymay be referred to herein collectively as the “Parties” and each individually as a “Party.”WHEREAS, Companyis willing to provide Evaluator with certain proprietary software materials,products, and applications,solely for the purpose of Evaluator’s internal testing and evaluation of such materials,products, and applications(the “Licensed Materials”);andWHERERAS, Evaluatordesires to have access to the Licensed Materialsand is willing to enter into a confidential relationship with Company solely for the purpose of internally testing and evaluatingthe Licensed Materials.NOW, THEREFORE, in considerationof the mutual covenants and agreements contained herein, the Parties agree asfollows:1.LICENSE GRANTS1.1.License Grant.  Subject to the terms and conditions of this Agreement, Company hereby grants to Evaluator a restricted, nonexclusive, personal, nontransferable, nonsublicensable, royalty-free, revocable right and license to use, during the Term of this Agreement and in accordance with the documentation provided by Company, the Licensed Materials solely in a non-production capacity for Evaluator’s own internal testing and evaluation of the Licensed Materials.  Access to and use of the Licensed Materials islimited to Evaluator’s employeesand qualified consultants, contractors, and advisors to Evaluator (collectively, “Representatives”); provided, Evaluator will be responsible for any breach of this Agreement by any of its Representatives.  Except as set forth in this Section1.1, no other right or license of any kind is granted to Evaluator by Company hereunder with respect to the License Materials.1.2.Limitations on Use.  Evaluatorwill  not, itself orthrough any third party: (a)decompile, disassemble, re-program, analyze, or otherwise reverse engineer any of the Licensed Materials(in whole or in part) or otherwise attempt to reconstruct, identify or discover any ideas, user interfaces,methods, techniques,algorithms, or source codeembodied in the Licensed Materials or any portion thereof, or disclose any of the foregoing (exceptto the extent such restriction is prohibited by law); (b)market, sell, rent, lease, assign, license, sublicense,pledge, or in any way redistribute or transfer any or all of the Licensed Materials to any third party or export the Licensed Materials outside of the United States; (c)use the Licensed Materialsto generate revenue or for any other purpose other than the licensed purposes set forth herein; (d)disclose the results of any benchmark or evaluation or other comparison of the Licensed Materials with other programsto any third party (whether or not obtained with Company’sassistance) without Company’sprior express written consent; (e)modify, adapt, translate or prepare derivative works of the Licensed Materialsor any portion thereof; (f)remove,obscure,or alter Company’sproduct identification, copyright notices, trademarks, trade names,or other proprietary rights 
notices, legends, symbols, or labelsaffixed to or contained within the Licensed Materials or copies thereof; (g)copy all or any portion of the Licensed Materials; or (h)incorporate, link, or distribute the Licensed Materialswith any program, product, code or softwareincluding, without limitation, softwarelicensed under the GNU General Public License (“GPL”), Lesser General Public License (“LGPL”), Mozilla, or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Licensed Materials(or any modifications thereto) to become subject to the terms ofsuch program, product, code or software, including, without limitation,the GPL, LGPL, Mozilla or other copy left open source license.  1.3.Ownership.  Company retains andreserves all rights, title,and interestin and to the Licensed Materials and any derivative works thereof, including, without limitation, all patent, copyright, trademark, trade secret, trade name, and other intellectual property and proprietary rights(collectively, “Intellectual Property”), subject only to the limited license granted in this Agreement.  Evaluator does not acquire any other rights, express or implied, in the Licensed Materials.  1.4.No Support.  Company is under no obligation to support the Licensed Materials in any way, or to provide any, modifications, bug fixes, error corrections, new releases, or other updates (collectively, an “Update”) to Evaluator.  In the event Company, in its sole discretion, supplies any Updates to Evaluator, such Update will be deemed part of the Licensed Materials hereunder and will be subject to the terms and conditions of this Agreement.2.OBLIGATION TO REPORT2.1Evaluator agrees to provide Company during the Term of this Agreement with written reports which disclose (a)the amount, extent, and nature of utilization of the Licensed Materials; (b)any errors or difficulties discovered with respect to the License Materials; (c)the characteristic conditions and symptoms of such errors and difficulties so that Company may recreate the errors and difficulties.  All results and reports of Evaluator’s testing and evaluation of the Licensed Materials will be the sole property of Company.  Company will have the right to use the results and reports of Evaluator’s testing and such right will not require the consent of Evaluator in any way.3.TERM ANDTERMINATION3.1.Term and Termination.This Agreement willcommence as of the Effective Date and willremain in effect for an initial term of one(1)year(the “Term”).Upon Evaluator’s request, the Term may be extended for additional terms at Company’s sole discretion (for purposes of this Agreement, each such term shall be deemed an extension of the Term).Notwithstanding anything herein to the contrary, either Party may terminate this Agreement at any time, for any reason, by providing thirty (30) days written notice to the other Party of its intention toterminate.In addition, Company may terminate this Agreement immediately in the event that Evaluator breaches any of the provisions of this Agreement or takes any action in derogation of Company’s rights in and to theLicensed Materials.  Evaluator will notify Company within five(5) daysof Evaluator becoming aware of any breach (other than by Company) of the terms and conditions of this Agreement.3.2.Effect of Termination. Upon any expiration or termination of this Agreement, the rights granted to Evaluator underthisAgreement, including, without limitation,all license grants,willimmediatelyterminateand Evaluator will promptly return to Company all Licensed Materials and proprietary information of Company including all copies and extracts of the foregoing and any and all documents, notes, and other materials relating to Evaluator’s testing and evaluation of the Licensed Materials.  Without limiting the foregoing, upon termination or expiration of this Agreementeach Party shall cease all use of the Intellectual Propertyof the otherParty.The provisions of Sections 1.2, 1.3, 3, 4,and 5will survive the expiration or any termination of this Agreement.  3.3.No Liability for Termination. Neither Party will be liable to the other fordamages of any kind solely as a result ofany termination or expiration of this Agreement in accordance with itsterms.  
Termination of this Agreement by a Party will be without prejudice to any other right or remedy of such Party under this Agreement or applicable law.4.WARRANTIES,DISCLAIMERS ANDLIMITATIONSOF LIABILITY4.1.Mutual Warranties. Each Party represents and warrants to the other that: (a)it has the full, right and authority to enter into this Agreement and to perform its obligations hereunder;and(b)the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate or conflict with any applicable law, regulation or any agreement to which such Party is a party or by which it is bound, including,without limitation,any applicable laws or regulations on conflict of interest or otherwise applicable topromotional orsales activities involving public sector entities. 4.2.Disclaimers.ALL LICENSED MATERIALSARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, RELATING TO THE LICENSED MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.  4.3.Limitation of Liability.TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY:  (A)IN NO EVENT WILL COMPANY OR ITS SUPPLIER BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED; AND (B)NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY’S ENTIRE LIABILITY, AND EVALUATOR’S EXCLUSIVE REMEDY, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY WHATSOEVER (WHETHER IN CONTRACT, TORT, INDEMNITY, OR OTHERWISE), IF ANY, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).5.CONFIDENTIAL INFORMATION5.1Prior Non-Disclosure Agreement.  If the Parties have previously entered into a Non-Disclosure Agreement (“NDA”), theterms and conditions of the NDA shall apply to this Agreement and all activities permitted under this Agreement.This Agreement and any and all existing terms and conditions set forth herein shall be considered confidential information(or the equivalent) as defined in the NDA. 5.2Confidential Information.  This Section5.2shall apply in the event the Parties have not previously entered into an NDA.  As used in this Section, “Confidential Information” means any information related to the Licensed Materials andCompany’sproducts;business, financial, marketing or other plans;products under development;financial terms;the terms of this Agreement, and any other information marked confidential or proprietary by Company.  Evaluatoragreesto keep the Confidential Information confidential for five(5) years after the date of termination or expiration of this Agreement or until such Confidential Information has been released to the public by the owner of such Confidential Information without restrictions.  Evaluatorwill not: (a)disclose Confidential Information within its own organization except to persons with a need to know (and those persons will be notified of the requirements of this Section5); (b)use Confidential Information except as necessary for the performance of this