Agreement dated _______, 2008 by and among Market Testing Wizards, a Washington Limited Liability Company, located at 24637 NE 18th Street, Redmond, WA 98074, (the “Company”) , and _________________________________________, located at _________________________ (the "Customer").

•  Background. The Company and the Customer intend to engage in discussions and negotiations concerning the establishment of a business transaction. In the course of such discussions and negotiations it is anticipated that each party will disclose or deliver to the other trade secrets or confidential proprietary information and/or confidential financial information. The Company and the Customer have entered into this agreement in order to assure the confidentiality of such trade secrets, proprietary information and financial information in such accordance with the terms of this Agreement.

•  Proprietary Information. As used in this Agreement, the term "Proprietary Information" means all information, materials and ideas disclosed by one party to the other (in writing, electronically, orally or in any other form) that is described or marked as (or provided under circumstances indicating it is) confidential, financial, proprietary or trade secret, including, without limitation, (A) business plans, technical data, product ideas, contracts and financial information; (B) schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (C) information about costs, profits, markets, and sales; (D) plans for future development and new product concepts; and (E) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to Recipient by the Company (or any affiliate of it), as well as written or verbal instructions or comments. Notwithstanding the foregoing, information which is orally or visually disclosed to one party by the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Proprietary Information if (i) it would be apparent to a reasonable person, familiar with the disclosing party's business and the industry which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the disclosing party, or if (ii) the disclosing party within thirty (30) days after such disclosure, delivers to the receiving party a written document or documents describing such information as Proprietary Information referencing the place and dates of such oral, visual or written disclosure and the names of the employees or officers of the receiving party to whom such disclosure was made.

•  Disclosure of Proprietary Information. Each party agrees to provide the Proprietary Information to other party in reliance upon that other party's covenants in this Agreement. The receiving party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) to any person outside its integral organization, any Proprietary Information. The receiving party shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the disclosing party for any disclosure or misuse of Proprietary information which results from a failure to comply with this provision. The receiving party will promptly report to the disclosing party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the disclosing party to prevent, control or remedy any such violation.

•  Limits on Obligations. The obligations of the receiving party specified in Section 3 above shall not apply, and the receiving party shall have no further obligations, with respect to any Proprietary Information to the extent receiving party can demonstrate that such Proprietary Information:

(a) is generally known to the public at the time of the disclosure or becomes generally known through no wrongful act on the part of the receiving party;

(b) is in the receiving party 's possession at the time of disclosure otherwise than as a result of Recipient's breach of any legal obligation;

(c) becomes known to the receiving party through disclosure by sources other than the disclosing party having legal right to disclose such Proprietary Information;

(d) is independently developed by the receiving party without reference to or reliance upon the Proprietary Information; or

(e) is required to be disclosed by the receiving party to comply with applicable laws or governmental regulations, provided that the receiving party provides prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

•  Ownership of Proprietary Information. The receiving party agrees that the disclosing party is and shall remain the exclusive owner of the Proprietary Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the receiving party is granted or implied under this Agreement.

•  Continuing Obligation and Return of Materials. Whether or not the business transaction that is under discussion between the parties is consummated, the obligations pertaining to nondisclosure shall remain in full force and effect indefinitely, unless the disclosing party specifically and in writing agrees to release all or part of Proprietary Information from the nondisclosure restrictions imposed herein. Upon conclusion or termination of discussions between parties, or at any time the disclosing party so requests, (a) the receiving party shall return immediately to the disclosing party all materials (in written, electronic or other form) containing or constituting Proprietary Information, including any copies, reproductions or other images, and (b) the receiving party shall not use Proprietary Information in any way for any purpose. Further, if and when the proposed business relationship between parties should be terminated, the foregoing restrictions shall nonetheless continue and remain in effect, and receiving party shall return to the disclosing party all copies of Proprietary Information then held by the receiving party, or its agents and/or advisors, or shall certify to the disclosing party's satisfaction that all such copies have been destroyed, and that the receiving party, its agents and/or advisors shall not retain any Proprietary Information in its or their possession or control.

•  Miscellaneous.

(a) Both parties acknowledge that this Agreement is intended only to facilitate discussions between the parties. Neither party will have any obligation to consummate any transaction or enter into an agreement with the other party; the parties' only obligations (other than those set forth in this Agreement) will be only as set forth in a definitive agreement signed by the parties.

(b) This Agreement contains the entire agreement between the parties and supersedes all prior agreements relating to the subject matter of the agreement. This Agreement may not be modified, amended or discharged, in whole or in part, except by an Agreement in writing signed by the parties.

(c) The Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

(d) This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington without giving effect to its conflict of law rules. The parties to this Agreement submit to the jurisdiction of the courts of Washington and agree that Seattle , Washington , shall be the venue for any disputes arising out of this Agreement.

(e) Recipient recognizes that its violation of this Agreement could cause the disclosing party irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, receiving party agrees that the disclosing party shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the disclosing party deems appropriate without a hearing or posting a bond. This right shall be in addition to any other remedy available to the Company in law or equity.

•  Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

•  If any provisions of this Agreement shall be invalid or unenforceable for any reason and to any extent, the remainder of this Agreement shall not be affected thereby, but shall be enforced to the greatest extent permitted by law.

IN WITNESS WHEREOF, the parties have executed this Confidential Disclosure Agreement as of the day and the year first set forth above.