SELF TEST AGREEMENT BUSINESS:

This CONFIDENTIALITY, NON-DISCLOSURE AGREEMENT AND EXCLUSIVITY ("Agreement") is made and entered into this      day of ________,2006, by and between The Foot Foundation, LLC a Colorado Limited Liability Company ("TFF" or "Company") and ______________________, a business ("Business").

WHEREAS,  TFF has designed, marketed and sold a measuring system, manufacturing technique  and product (the “ TFF System”).  In part, the TFF System does ________________________________.

WHEREAS, Business is interested in the TFF System to distribute, market or purchase the TFF System or to invest in TFF or a separate company created by TFF to own and market the TFF System or to manufacture any or all of the TFF System components.

WHEREAS, all information regarding the TFF System or TFF, not in the public domain, and its operations are considered trade secrets and TFF wishes to protect them as such.

WHEREAS, as a condition of and in consideration of any negotiation to be undertaken, regardless of whether the Parties finalize any other agreement between them, TFF requires that Business agree to keep any and all information learned in the past or in the future in meetings, discussions, investigation of TFF or by other means confidential from any and all parties including his employer or employers now and in the future.

NOW THEREFORE,  for mutual consideration the sufficiency of which has been acknowledged, the Parties, their owners, agents and assigns herein agree as follows.

I.  CONFIDENTIALITY AND NON-DISCLOSURE

A. Confidential Information shall for purposes of this Agreement be considered to be any and all Information regarding the TFF System disclosed to Business by TFF or learned by Business because of any meetings, discussions or negotiations with TFF or any other affiliated entity including but not limited to ____________________ if not known by the trade generally, even though such information has been disclosed to one or more third parties pursuant to distribution agreements, product review or testing, business plans, joint agreements or other agreements entered into by the Company.

 B. Business agrees that Confidential Information, whether received verbally or in writing, shall be kept confidential by it and not disclosed to any third party or used for any purpose other than evaluating a possible investment in, employment opportunity with, or business relationship with, the Business or Company; provided, however, that nothing herein shall prevent disclosure of any Confidential Information if, upon the advice of counsel, Business is compelled by law to disclose such Confidential Information, provided that Business provides notice of any possible compelled disclosure so that the Company may seek protective orders or confidential treatment; and further provided that Business may disclose Confidential Information to its agents and employees who have signed an agreement no less strict than this agreement obligating such agent or employee not to disclose such Confidential Information.

 C.  This Confidentiality Agreement is made and shall be construed under and in accordance with the laws of the State of Colorado. This Confidentiality Agreement shall supersede any Confidentiality Agreement signed prior to the date hereof.  However, any information legitimately deemed to be a "trade secret" shall not be disclosed at any time by the Parties.

D.  Nothing in this Agreement shall be construed to convey to the Business any right, title or interest or copyright in any Confidential Information, or any license to use, sell, exploit, copy or further develop any such Confidential Information.  However, in the event the Parties enter into a formal business relationship which is reduced to writing and if such disclosure is common in the course of business and necessary to further the business of TFF, it shall be allowed but this allowance of disclosure shall end upon the termination of any business relationship.

E.  Nothing in this Agreement shall in any way be construed as an offer of employment or an offer to act as agent for either Party.  Likewise, nothing in this agreement shall create any partnership or joint venture agreement between the Parties.  Furthermore, the Parties shall have no duties whatsoever to offer, to accept or to negotiate any arrangement regarding employment, contracting, agency, partnership or joint venture.

II. GENERAL TERMS

A. If any provision of this Agreement is declared void or unenforceable, such provision shall be severed from the Agreement which shall otherwise remain in full force and effect.

B. Business agrees that breach of this Agreement will cause TFF irreparable damage for which recovery of damages would be inadequate, and that TFF will be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.  Business will not assign or transfer any rights or obligations under this Agreement without the prior written consent of TFF.  Business will not export, directly or indirectly, any technical data acquired pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. The parties agree that if there is a breach of this Agreement TFF shall have remedy in law and/or equity including, but not limited to, appropriate injunctive relief, damages and specific performance as may be granted by a court or arbiter of competent jurisdiction.  Each party shall be fully liable for the actions of its agents, owners and assigns for any breach of this agreement.

C. In the event any suit or other action is commenced to construe or enforce any provision of this Agreement, TFF, in addition to all other amounts such party shall be entitled to receive from Business and be awarded any and all reasonable attorney's fees and court costs expended in the enforcement of this agreement.

D.  This Agreement constitutes the entire agreement between the parties with respect to the subject matters addressed herein.  This Agreement may not be amended or modified except by a writing signed by both parties.

E.  This Agreement shall be binding upon and inure to the parties hereto and their respective employees, agents, owners, directors, shareholders, investors, partners, assigns and successors. 

F.  Arbitration.  In the event of any dispute between the Parties concerning any issue contained in this Agreement the Parties shall submit such issue to Binding Arbitration in Denver Colorado. If the Parties cannot agree on an arbitrator, the first available arbitrator from the American Arbitration Association located in Denver who has knowledge and experience in the matters in dispute shall be chosen. The Parties shall share in payment the initial costs and deposits for the arbitration and in the event any party fails to pay its portion by the day before the scheduled arbitration, the paying party shall be awarded a default judgment and shall be granted relief in accordance with its claims.  Any award of costs shall include those initially paid for arbitration.   

Dated this ____ day of ________________, 2006

The Foot Foundation, LLC

By:                                                                             

As Its:  Manager                                                    

Business - _____________________(print name)                   _________________        

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