NON-DISCLOSURE AGREEMENT

           This Agreement is between Nikki P. Clark, hereinafter referred to as“INVENTOR” and Idea Connection.com, including any and all subsidiaries or partners and affiliates, hereinafter referred to as “RECIPIENT”.

	INVENTOR seeks to find third parties to commercially exploit their intellectual property by licensing same or otherwise.

	RECIPIENT is desirous of evaluating the intellectual property of INVENTOR by reviewing available information describing such property.

	INVENTOR considers information related to the new product ideas to be confidential and proprietary and will not disclose such information without the assurance
by RECIPIENT contained below.
					

                                
                        AGREEMENT TERMS
                                
                                
                                
	THEREFORE, for good and valuable consideration, and subject to the restrictions set out below, INVENTOR agrees to supply and RECIPIENT agrees to accept such confidential and proprietary information.  RECIPIENT further agrees to
protect and maintain the secrecy of such information by exercising the same degree of care that it uses in connection with protecting the secrecy of its own trade secrets and
proprietary confidential information.  The submitted confidential and proprietary information may include, among other items, information concerning know-how, data, trade secrets, inventions, patent applications, and any other information INVENTOR
considers to be confidential or proprietary and identifies as being confidential or proprietary during its dealings and discussions with RECIPIENT.

	RECIPIENT moreover agrees that, subject to the restrictions set out below,  it shall not itself use for its own account, or for anyone else,  the confidential or
proprietary information it obtains from INVENTOR, except to the extent necessary to evaluate such information, and that it shall not commercialize, for its own account, any
such confidential or proprietary information disclosed to it by INVENTOR or to develop, research, invent, improve or establish, or otherwise to bring to commercial reality any
product or service utilizing such confidential or proprietary information.
                                
	RECIPIENT, however, shall not be obligated to maintain in confidence any information disclosed to it by INVENTOR that it can prove was in the public domain at
the time it was disclosed to RECIPIENT, or that it can prove became known to the 

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public later through no breach of this Agreement by RECIPIENT.  Also, RECIPIENT shall not be obligated to treat as confidential any information disclosed to it by
INVENTOR, that it can prove was already independently known to RECIPIENT at the time such information was disclosed to it by INVENTOR.  RECIPIENT, moreover, shall
not be obligated to treat as confidential any information it receives from INVENTOR that it can prove corresponds with information it subsequently openly acquires from a third
party not bound by an agreement or confidentiality with INVENTOR to maintain such information in confidence.  RECIPIENT, if it does not believe that any part of or all the
information supplied to it by INVENTOR is confidential or proprietary, agrees to promptly (not later than fifteen days) advise INVENTOR of its belief.  Otherwise, failure
to advise INVENTOR shall be taken as an indication that RECIPIENT acknowledges the proprietary and confidential nature of the information.

	Regardless of the nature of the confidential or proprietary information disclosed to RECIPIENT by INVENTOR and which RECIPIENT is obligated to keep in
confidence, RECIPIENT shall only be obligated to maintain such information in confidence for a period of 5 (five) years from the date of disclosure of such information
to it by INVENTOR.  RECIPIENT agrees, moreover, that it shall not itself use or commercialize for its own account confidential or proprietary information disclosed to it by INVENTOR, including products or services derived from such confidential or proprietary information, for a period of 5 (five) years from the date of such disclosure, unless in the meanwhile such information is, or becomes, information that RECIPIENT is not obligated to treat as confidential, for the reasons set out in the preceding paragraph.

	RECIPIENT agrees that all intellectual property rights in any modifications and/or improvements made to the new product idea by RECIPIENT or its agents will vest in the owner of the new product idea. 


	RECIPIENT agrees that, to the extent it must disclose to third parties the confidential or proprietary information which it is obligated to maintain in confidence to accomplish its proper evaluation, it shall only do so under a confidential agreement that
is consistent with , and in furtherance of, the objectives of this Agreement.

	RECIPIENT shall return to INVENTOR all confidential and proprietary information in tangible form submitted to it by INVENTOR upon INVENTOR’s  demand.

	This Agreement shall extend personally to the individual signing this Agreement on behalf of RECIPIENT to the extent that the individual is personally given the confidential and proprietary information by INVENTOR in connection with INVENTOR’s relationship with RECIPIENT.

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	This Agreement shall be construed under and governed by the laws of the state of Florida, United States of America.





INVENTOR						                                                      RECIPIENT


                                            			                                            
    Signature                                     		


 Nikki Clark                          			                                              
                                   


  Inventor