NON-DISCLOSURE REQUIREMENTS

Pursuant to the Agreement to which this Exhibit B is annexed, Company may be
disclosing to Independent Contractor certain confidential business plans,
development plans, reports, financial information, design documents,
specifications, programmer notes, software (its own and/or third party), and/or
other information, whether or not so identified (together with any notes,
analyses, compilations, studies, or other documents that are based upon,
contain, or otherwise reflect such information, the "Confidential Information,"
which shall include this Agreement).
The parties agree as follows with respect
to treatment of the Confidential Information:

      1.
Independent Contractor shall use the Confidential Information solely
for the purpose of performing the Services specified in the applicable SOW and
not for any other purpose.
Except to the extent permitted by Section 3 below,
Independent Contractor will not disclose the Confidential Information, in whole
or in part, to any other party.
In fulfilling its obligations under this
Agreement, Independent Contractor shall use at least the same standard of care
it uses to protect its own information of similar kind, but not less than a
reasonable standard of care.
2.
The term "Confidential Information" shall be deemed not to include
information which (i) is or becomes generally available to the public other than
(a) as a result of a disclosure by Independent Contractor or any other person
who directly or indirectly receives such information from the Independent
Contractor or (b) in violation of a confidentiality obligation to the Company
known to Independent Contractor or (ii) is or becomes available to Independent
Contractor on a non-confidential basis from a source which is entitled to
disclose it to Independent Contractor or (iii) is independently developed by
Independent Contractor without benefit of the Confidential Information.
3.
In the event that Independent Contractor is required by law or by
interrogatories, requests for information or documents, subpoena, Civil
Investigative Demand, or similar process to disclose any information supplied to
Independent Contractor pursuant to the Agreement, including without limitation
the Confidential Information or any other information the disclosure of which is
restricted by the terms of this Exhibit B, Independent Contractor will provide
the Company with prompt prior written notice of such request or requirement so
that the Company may seek an appropriate protective order.
If, in the absence of
a protective order, Independent Contractor is nonetheless, in the written
opinion of its counsel (which shall be forwarded to the Company upon request),
compelled to disclose Confidential Information or any other information the
disclosure of which is restricted by the terms of this Exhibit B to any tribunal
or else stand liable for contempt or suffer other material censure or penalty,
Independent Contractor may disclose only that portion of the Confidential
Information or other information which it is advised in writing by its counsel
(which shall be forwarded to the Company upon request) is so legally compelled
and Independent Contractor will exercise its best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.
4.
All Confidential Information disclosed by the Company to Independent
Contractor shall be and shall remain the Company's property.
Upon termination of
the Agreement, Independent Contractor shall redeliver all tangible Confidential
Information furnished by the Company.
Except to the extent Independent
Contractor is advised in writing by counsel that such action is prohibited by
law, Independent Contractor will also destroy all written material, memoranda,
notes, and other writings or recordings whatsoever prepared by it based upon,
containing, or otherwise reflecting any Confidential Information.
Any
Confidential Information that is not returned or destroyed, including without
limitation any oral Confidential Information, shall remain subject to the
confidentiality obligations set forth in this Exhibit B.
5.
Independent Contractor acknowledges and agrees that money damages would
not be a sufficient remedy for any breach of this Exhibit B by Independent
Contractor and that the Company shall be entitled to specific performance,
including without limitation injunctive relief, as a remedy for any such breach.
Such remedy shall not be deemed to be the exclusive remedy for breach of this
Exhibit B but shall be in addition to all other remedies available at law or
equity.
Independent Contractor agrees to reimburse the Company for costs and
expenses (including without limitation attorneys' fees) incurred by the Company
in connection with the enforcement of this Exhibit B.
6.
If any provision of this Exhibit B is not enforceable in whole or in
part, the remaining provisions of this Exhibit B shall not be affected thereby.
No failure or delay in exercising any right, power, or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege hereunder.
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