Datasets:

urialon

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converted_contract_nli

like 0

559_nda-20

559_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-3

559_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-18

559_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-7

559_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-17

559_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-8

559_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-13

559_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-5

559_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Not mentioned

559_nda-4

559_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: Exhibit 10.13 Non-Circumvention/Non-Disclosure Agreement This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter “Jag”). 1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions with Jag. 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party. 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof. 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns. 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time. 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party. 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein. 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof. 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever; (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above. Flow Capital Advisor, Inc. JAG Media Holding, Inc. By: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi Name: Albert Auer Name: Thomas J. Mazzarisi Title: President Title: Chairman & CEO

Entailment

560_nda-11

560_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Not mentioned

560_nda-16

560_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Not mentioned

560_nda-15

560_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

560_nda-10

560_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Not mentioned

560_nda-2

560_nda-2_0

Q: Confidential Information shall only include technical information. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Contradiction

560_nda-1

560_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Contradiction

560_nda-19

560_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

560_nda-12

560_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

560_nda-20

560_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Not mentioned

560_nda-3

560_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Not mentioned

560_nda-18

560_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Not mentioned

560_nda-7

560_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

560_nda-17

560_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Not mentioned

560_nda-8

560_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

560_nda-13

560_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

560_nda-5

560_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

560_nda-4

560_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: EXHIBIT B: MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective affiliates. 1. The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. 2. Confidential Information. a. What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: • Are designated as “confidential”; or • A reasonable person knows or reasonably should understand to be confidential. b. What is not included. The following types of information, however marked, are not confidential information. Information that: • Is, or becomes, publicly available without a breach of this agreement; • Was lawfully known to the receiver of the information without an obligation to keep it confidential; • Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; • Is independently developed; or • Is a comment or suggestion one of us volunteers about the other’s business, products or services. 3. Treatment of confidential information. a. In general. Subject to the other terms of this agreement, each of us agrees: • We will not disclose the other’s confidential information to third parties; and • We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. b. Security precautions. Each of us agrees: • To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect our own confidential information; • To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and • To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. c. Sharing confidential information with affiliates and representatives. • A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. • Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: • ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and • accept responsibility for each representative’s use of confidential information. • Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. d. Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. 4. Length of confidential information obligations. a. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. b. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period. 5. General rights and obligations. a. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. b. Compliance with law. Each of us will comply with all export laws that apply to confidential information. c. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. d. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement. e. Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. f. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the other’s consent. g. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place. h. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. We can only change this agreement with a signed document that states that is changing this agreement.

Entailment

561_nda-11

561_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-16

561_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Entailment

561_nda-15

561_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Entailment

561_nda-10

561_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-2

561_nda-2_0

Q: Confidential Information shall only include technical information. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Contradiction

561_nda-1

561_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-19

561_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Entailment

561_nda-12

561_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-20

561_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Contradiction

561_nda-3

561_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-18

561_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-7

561_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Contradiction

561_nda-17

561_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-8

561_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-13

561_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Entailment

561_nda-5

561_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Not mentioned

561_nda-4

561_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: Exhibit 10.4 NON-DISCLOSURE AGREEMENT This Agreement is effective as of October 3, 2002 BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having offices at IRC 331 − 2194 Health Sciences Mall, Vancouver, British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, Telephone: (604) 822-8580, Facsimile: (604) 822-8589 (the “University”) AND: GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: (604) 733-9835 Facsimile: (the “Recipient”) The University will provide the Recipient with certain confidential and proprietary information on the following terms and conditions: 1. Confidential Information. The University will provide the Recipient with information relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show: (a) was public knowledge at the time of its disclosure to the Recipient, (b) became public knowledge during the term of this Agreement through no act or fault of the Recipient, (c) was in the possession of the Recipient prior to its disclosure, or (d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University. 2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information. 3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. 4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement. 5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision. 9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer: by its duly, authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name: Ronald Handford University ー Industry Liaison Office Title: President and CEO Internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement. 5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice. 6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement. 7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information. 8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision. 9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University. 10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement. 11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. UNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC. by its duly authorized officer by its duly authorized officer: /s/ David Jones /s/ Ronald Handford David Jones, Associate Director Name : Ronald Handford University-Industry Liaison Office Title: President and CEO

Entailment

562_nda-11

562_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-16

562_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-15

562_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Not mentioned

562_nda-10

562_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

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562_nda-2_0

Q: Confidential Information shall only include technical information. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

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562_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Contradiction

562_nda-19

562_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-12

562_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-20

562_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Contradiction

562_nda-3

562_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Not mentioned

562_nda-18

562_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-7

562_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-17

562_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-8

562_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-13

562_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-5

562_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

562_nda-4

562_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: Exhibit (d)(2) February 8th, 2018 NICE Ltd. 13 Zarchin Street Raanana Israel Non-Disclosure Agreement Ladies and Gentlemen: In connection with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), and to take or abstain from taking certain other actions hereinafter set forth. 1. Evaluation Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential. 2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. 4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below. 5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which disclosure is made (at the other party’s expense). 6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. 7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information. 8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement. 9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. 10. Waiver. It is understood and agreed that no failure or delay by either party 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 future exercise thereof or the exercise of any other right, power or privilege hereunder. 11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party. 12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material. 13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities. 14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. 15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law. 16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid. 17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MATTERSIGHT CORPORATION By: /s/ David B. Mullen Name: David B. Mullen Title: CFO Accepted and agreed to as of the date first written above: NICE Ltd. By: /s/ Eran Liron Name: Eran Liron Title: EVP Marketing & Corporate Development

Entailment

566_nda-11

566_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Not mentioned

566_nda-16

566_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Not mentioned

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Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-10

566_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-2

566_nda-2_0

Q: Confidential Information shall only include technical information. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Not mentioned

566_nda-1

566_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Contradiction

566_nda-19

566_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Contradiction

566_nda-12

566_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-20

566_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-3

566_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-18

566_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-7

566_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-17

566_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

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Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-13

566_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-5

566_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Entailment

566_nda-4

566_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: Exhibit (e)(4) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated as of March 28, 2007, is made by and between Motive, Inc., a Delaware corporation, with a principal place of business at 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA (hereinafter “Motive”) and Alcatel-Lucent, a a Societe Anonyme organized under the laws of the Republic of France, with a principal office at 54 rue La Boetie, 75008 Paris, France (hereinafter “Alcatel Lucent”). RECITALS WHEREAS, Motive and Alcatel Lucent (jointly, the “Parties” and each individually, a “Party”) desire to enter into discussions related to a possible business combination (the “Possible Transaction”), and these discussions will of necessity involve the disclosure by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) of confidential and proprietary information; and WHEREAS, the Parties desire to (i) keep their discussions and the nature and scope thereof confidential; and (ii) reach an understanding with respect to the disclosure of such information and the confidentiality of the discussions in general; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. The following terms shall have the meanings set forth below: 1.1. “Confidential Information” includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as “confidential.” The term “Confidential Information” does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives’ possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party’s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party’s Confidential Information. 1.2. “Person”shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity. 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party’s Representatives. 2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party’s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party’s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action. 2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates 3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties’ entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party’s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement. 4. Requested Disclosure of Confidentialdential Information. 4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. 4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable. 5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party’s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder. 6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party’s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party’s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing. 7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party’s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party’s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the “Definitive Agreement”) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid. 8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing: ALCATEL LUCENT: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: John R. McCord with a copy to: ALCATEL LUCENT 600 Mountain Avenue Murray Hill, NJ 07974 Attn: General Counsel MOTIVE: MOTIVE, INC. 12515 Research Boulevard Building 5 Austin, TX 78759 USA Attn: General Counsel All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto. 9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party. 11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum. 12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom. 13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder. 14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof. 15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns. 16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. 17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement. IN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above. Alcatel-Lucent By: /s/ Scott M. Ashby Name: Scott M. Ashby Title: DEPUTY CFO Motive, Inc. a Delawara corporation By: /s/ Jack Greenberg Name: Jack Greenberg Title: GENERAL COUNSEL & SECRETARY

Contradiction

567_nda-11

567_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-16

567_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-15

567_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-10

567_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Not mentioned

567_nda-2

567_nda-2_0

Q: Confidential Information shall only include technical information. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Contradiction

567_nda-1

567_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Contradiction

567_nda-19

567_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-12

567_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-20

567_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-3

567_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-18

567_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Not mentioned

567_nda-7

567_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-17

567_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Contradiction

567_nda-8

567_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-13

567_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-5

567_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

567_nda-4

567_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (“LEE&PAK”). BACKGROUND: 1. For the limited and sole purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information: (I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party; (ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; (iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party; (iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it; (v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. 2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein: (a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and (b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

Entailment

568_nda-11

568_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: Exhibit 3 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the "Company"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L. Schneider, a director nominee of the Stilwell Group ("Schneider"). WHEREAS, the Company has agreed to place Schneider on its board of directors; WHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows: 1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD. 2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms. 3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written. THE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC. By: /s/ Joseph Stilwell By: /s/Victor Karpiak Joseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer SPENCER L. SCHNEIDER /s/Spencer L. Schneider Spencer L. Schneider

Not mentioned

568_nda-16

568_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: Exhibit 3 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the "Company"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L. Schneider, a director nominee of the Stilwell Group ("Schneider"). WHEREAS, the Company has agreed to place Schneider on its board of directors; WHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows: 1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD. 2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms. 3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written. THE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC. By: /s/ Joseph Stilwell By: /s/Victor Karpiak Joseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer SPENCER L. SCHNEIDER /s/Spencer L. Schneider Spencer L. Schneider

Not mentioned

568_nda-15

568_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: Exhibit 3 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the "Company"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L. Schneider, a director nominee of the Stilwell Group ("Schneider"). WHEREAS, the Company has agreed to place Schneider on its board of directors; WHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows: 1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD. 2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms. 3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written. THE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC. By: /s/ Joseph Stilwell By: /s/Victor Karpiak Joseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer SPENCER L. SCHNEIDER /s/Spencer L. Schneider Spencer L. Schneider

Not mentioned

568_nda-10

568_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: Exhibit 3 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the "Company"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L. Schneider, a director nominee of the Stilwell Group ("Schneider"). WHEREAS, the Company has agreed to place Schneider on its board of directors; WHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows: 1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD. 2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms. 3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written. THE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC. By: /s/ Joseph Stilwell By: /s/Victor Karpiak Joseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer SPENCER L. SCHNEIDER /s/Spencer L. Schneider Spencer L. Schneider

Not mentioned

568_nda-2

568_nda-2_0

Q: Confidential Information shall only include technical information. Text: Exhibit 3 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the "Company"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L. Schneider, a director nominee of the Stilwell Group ("Schneider"). WHEREAS, the Company has agreed to place Schneider on its board of directors; WHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows: 1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD. 2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms. 3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written. THE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC. By: /s/ Joseph Stilwell By: /s/Victor Karpiak Joseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer SPENCER L. SCHNEIDER /s/Spencer L. Schneider Spencer L. Schneider

Not mentioned

568_nda-1

568_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: Exhibit 3 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), dated this 11th day of January, 2012, is by and among First Financial Northwest, Inc. (the "Company"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the "Stilwell Group") and Spencer L. Schneider, a director nominee of the Stilwell Group ("Schneider"). WHEREAS, the Company has agreed to place Schneider on its board of directors; WHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows: 1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD. 2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms. 3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. 4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond. 5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. 7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties. 8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written. THE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC. By: /s/ Joseph Stilwell By: /s/Victor Karpiak Joseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer SPENCER L. SCHNEIDER /s/Spencer L. Schneider Spencer L. Schneider

Not mentioned