NON-DISCLOSURE AGREEMENT

2.1  Subject to the terms agreed in this contract, PARTY B shall manufacture and supply the Good(s)
to PARTY A (hereinafter: “the Good” or “the Goods”) as listed in Schedule “A”.

2.2  PARTY B shall manufacture the products under close supervision of and directions by PARTY
A. PARTY A shall therefore provide PARTY B instructions as regards to the manufacturing process,
the technical details as well as the amount to be produced.

2.3  As soon as practicable after the execution of this contract the PARTY A shall at its own cost and
free of charge disclose to PARTY B such of its technology as is necessary to enable PARTY B to
manufacture the Goods in accordance with the specifications as provided by PARTY A.

(a)  Any such disclosure of technology shall be subject to the confidentiality provisions of Article 9,
but nothing in this contract shall require PARTY A specially to prepare any technology or to engage
in any research or development on PARTY B’s behalf.

(b)  PARTY B shall not supply the Goods produced through the use of the technology of PARTY A
to any person other than PARTY A.

2.4 Either party may at any time request that the Goods be adapted/amended in order to comply with
any applicable safety or other statutory requirements. If the changes induced by such
adaptation/amendment materially affect the nature or quality of the Goods, the Parties shall
renegotiate in good faith the relevant parameters of this contract and any relevant schedule.

Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do
not extend to information that is: (a) publicly known at the time of disclosure or subsequently
becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the
Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through
legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is
disclosed by Receiving Party with Disclosing Party's prior written approval.

Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential
Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Receiving Party shall carefully restrict access to Confidential Information to employees, contractors
and third parties as is reasonably required and shall require those persons to sign nondisclosure
restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the
prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or
otherwise disclose to others, or permit the use by others for their benefit or to the detriment of
Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any
and all records, notes, and other written, printed, or tangible materials in its possession pertaining to
Confidential Information immediately if Disclosing Party requests it in writing.

Receiving Party’s obligations under this Agreement shall not extend to information that is (a) publicly
known at the time of disclosure under this Agreement or subsequently becomes publicly known
through no fault of the Receiving Party; (b) discovered or created by the Receiving Party prior to the
time of disclosure by Product Developer; or (c) otherwise learned by the Receiving Party through
legitimate means other than from the Product Developer or anyone connected with the Product
Developer.
Confidential Information Defined.

“Confidential Information” shall mean and include (i) samples and prototypes, (ii) all information disclosed in
any form or medium (e.g., written, verbal, electronic, visual) which (a) has been identified by Sanmina as
“Confidential,” “Proprietary” or other appropriate legend indicating the confidential nature of the information or
(b) would reasonably be understood to be confidential. Confidential Information includes, but is not limited to,
information regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of
materials, processes (including but not limited to manufacturing processes), know-how, designs (including but
not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases,
methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances,
management, plant and equipment, and any other business information relating to Sanmina, whether constituting
a trade secret, proprietary information or otherwise, which has value to Sanmina and is treated by Sanmina as
being confidential.

Information That Is Not Confidential.

Information in the following categories shall not be considered Confidential Information under this Agreement:
(a) information which is in the public domain at the time of the receipt under this Agreement; (b) information
which comes into the public domain after receipt under this Agreement without a breach of this Agreement by
the Recipient; (c) information which the Recipient can show was in the Recipient’s possession before the date of
disclosure under this Agreement; (d) information that the Recipient can show was acquired by the Recipient
from a third party who was not known by the Recipient to be under an obligation of confidence to Sanmina; and
(e) information which the Recipient can show was independently developed by the Recipient without reference
to Sanmina’s Confidential Information.

NON COMPETITING CLAUSE

This Non-Compete Agreement (the “Agreement”) is entered into ____________________ (the

1. Restricted Business. Individual acknowledges that Company’s primary business is

2. Restricted Period. Individual shall be restricted from competing with Company for a period of ___
years upon termination of its relationship with Company.

3. Restricted Territory. Individual shall be restricted from competing with Company within a ___
mile radius from Company’s primary business location at _____________________________.

4. Restrictions. During the Restricted Period and within the Restricted Territory, Individual shall not,
directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership,
management, operation, control or financing of, or be connected as an officer, director, employee,
partner, principal, agent, representative, or consultant of any entity engaged in the Restricted
Business, without the prior, written consent of Company.
5. Non-Solicitation. Individual further agrees not to solicit, either directly or indirectly, any employee
of Company to leave his/her employ with Company; and Individual agrees not to solicit, either
directly or indirectly, the business of any client and/or customer of Company.

6. Consideration. Company agrees to pay and Individual agrees to accept $_______ as consideration
to enter into this Non-Compete Agreement.

7. Confidential Information. “Confidential Information” shall mean any and all technical and non-
technical information provided by Company, including but not limited to, any data, files, reports,
accounts, or any proprietary information in any way related to products, services, processes, database,
plans, methods, research, development, programs, software, authorship, customer lists, vendor lists,
suppliers, marketing and/or advertising plans, methods, reports, analysis, financial or statistical
information, and any other material related or pertaining to Company’s business, it’s subsidiaries,
respective clients, consultants or vendors that may be disclosed to Individual herein contained within
the terms of the Agreement. Individual will not share any of this confidential information at any time.
Individual also will not use any of this confidential information for his/her personal benefit at any
time. This section remains in full force and effect even after termination of the Agreement by its
natural termination or the early termination by either party.

Non-Solicitation of Customers and Suppliers. Seller agrees that, during the Restricted Period, Seller
will not, and will not permit its Affiliates to, without the prior written consent of Pubco (which may
be withheld in its sole discretion), individually or on behalf of any other Person (other than, if
applicable, a Covered Party in the performance of its duties on behalf of the Covered Parties), directly
or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the
foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or
customer of any Covered Party with respect to the Business or (B) reduce the amount of business of
such Covered Customer with any Covered Party, or otherwise alter such business relationship in a
manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii)
interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between
any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer
relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in
or do business with, any Covered Customer for products or services that are part of the Business; or
(v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor,
supplier, distributor, agent or other service provider of a Covered Party at the time of such
interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business.
For purposes of this Agreement, a “Covered Customer” means any Person who is or was an actual
customer or client (or prospective customer or client with whom a Covered Party actively marketed or
made or took specific action to make a proposal) of a Covered Party as of the date of the relevant act
prohibited by this Section 2(b) or during the one (1) year period preceding such date.
 INTELLECTUAL PROPERTY RIGHTS

9.1  PARTY A authorizes PARTY B, for the purposes of exercising its rights and performing its
obligations under this contract to use the technology disclosed under Article 2.3 and any Intellectual
Property of PARTY A in respect of the technology.

9.2  Subject to Article 9.1, PARTY B shall have no rights in respect of any of the technology disclosed
under Article 2.3, any Intellectual Property of PARTY A in respect of it, and PARTY B shall not use any
of that technology or Intellectual Property except for the purposes specified in Article 9.1 and
otherwise in accordance with this Agreement.

9.3  PARTY B shall at the request and expense of PARTY A take all such steps as PARTY A may
reasonably require to assist PARTY A in maintaining the validity and enforceability of any Intellectual
property referred to in Article 9.2, and shall enter into such formal licences as PARTY A may
reasonably request for this purpose. PARTY B shall not represent that it has any title in or right of
ownership to any of the Intellectual Property or do or suffer to be done any act or thing which may
in any way impair the rights of PARTY A in any of the Intellectual Property or bring into question the
validity of its registration.

9.4  PARTY B shall promptly and fully notify PARTY A of any actual or threatened infringement of any
of the Intellectual Property referred to in Article 9.2 which comes to notice to PARTY B, or which
PARTY B suspects has taken or may take place.

9.5  If any claim is made against PARTY B that the manufacture of the Goods infringes the
Intellectual Property or other rights of any third party, PARTY A shall, except to the extent that the
claim is due to the default of PARTY B, indemnify PARTY B against all damages or other
compensation awarded against PARTY B in connection with the claim or paid or agreed to be paid by
PARTY B in settlement of the claim and all legal or other expenses incurred by PARTY B in or about
the defense or settlement of the claim. PARTY B shall notify PARTY A forthwith after becoming
aware of the claim, and take all action reasonably requested by PARTY A to avoid, compromise or
defend the claim and any proceedings in respect of the claim, subject to PARTY B being indemnified
and secured to its reasonable satisfaction against all costs and expenses which may be incurred in so
doing.

24.1 Each Party hereby acknowledges that all information supplied by the other Party or any
of its Related Party or their designated suppliers or vendors, under the Transaction
Documents including any Technical Information, sales information and any other Business
Information that is acquired by the receiving Party in relation to or as a result of or in the
course of execution or performance of the Transaction Documents (hereinafter collectively
referred to as the “Proprietary Information”) remains the property of the disclosing Parties or
its Related Party or their designated suppliers or vendors, as the case may be.

24.2 Each Party undertakes to keep any Proprietary Information in strict confidence, and not
disclose, reveal or divulge the same to any other Third Party at any time during the Term of
the Transaction Documents or after the expiry, cancellation or termination of the Transaction
Documents, unless prior written approval of the disclosing Party or its Related Party or their
designated suppliers or vendors, as the case may be, has been obtained, except in case where
such Proprietary Information is disclosed, revealed or divulged to the receiving Party’s
Representatives or subcontractors on a need-to-know basis for purposes solely related to the
manufacture, assembly and packaging of the Products in accordance with this Agreement.
Any Party receiving Proprietary Information shall take such steps as may be reasonably
required to cause its Representative and its subcontractors to safeguard the confidentiality of
such Proprietary Information, unless:

1. (i)  Such disclosure is required by the Applicable Laws;

Transaction Documents;

3. (iii)  The information is lawfully in the possession of the receiving Party prior to the

(iv) (v)
disclosure under the Transaction Documents and not subject to an existing agreement
between the Parties;
The information is independently developed by the receiving Party, completely apart from
the disclosures under the Transaction Documents; or,

The information is received from a Third Party who lawfully acquired such information
without restriction, and without breach of the Transaction Documents by the receiving Party,
except for the information that is received from a Third Party for or on behalf of the
disclosing Party.

24.3 Each Party shall be responsible for breach of the above confidentiality undertaking by it
or its Representatives and undertakes to indemnify and hold harmless, the other Party and its
Related Parties and their designated suppliers and vendors against all actions, proceedings,
costs, claims, demands, liabilities, losses or expenses (including legal expenses) arising from
such breach.

(a) Representation and Warranty. Buyer represents and warrants that it owns or controls all the
intellectual property rights necessary to manufacture, test, label, package, store and supply the Product
in accordance with the terms of this Agreement and that, to the best of its knowledge, the Supplier’s
fulfillment of the terms of this Agreement will not infringe the intellectual property rights of any third
party.

(b) License. Buyer hereby grants to Supplier a license for the Term to use the intellectual
property rights described in Article 7 (a) hereof required for Supplier to fulfill the terms of this
Agreement.