Fiberset Mutual Confidentiality Agreement 091908

MUTUAL CONFIDENTIALITY AGREEMENT THIS AGREEMENT, made and entered into this 19th day of September, 2008, by and between Fiberset, Inc. (hereinafter referred to as “Fiberset”) and SkyDrill Power Systems LLC, and its wholly owned subsidiaries (hereinafter referred to as SkyDrill), collectively referred to as "PARTIES" or individually as a "PARTY". WITNESSETH: WHEREAS, during the course of the PARTY'S relationship the PARTIES may disclose to each other certain Information and Confidential Information (as defined below); and, WHEREAS, the PARTIES agree to treat Confidential Information disclosed to it, or acquired by it through its business relationship with each other, in accordance with the provisions of this Agreement; NOW THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which is mutually agreed and acknowledged, the PARTIES hereby represent, agree and covenant with each other as follows: 1. INFORMATION AND CONFIDENTIAL INFORMATION As used herein, the term "Information" means the design and all engineering; manufacturing; purchasing; product development; business plans; strategies; pricing information; correspondence and reports; suppliers; customers; applications; purchase, sale and resale prices; point of sale information; samples; and. prototypes - any of which are disclosed, either orally, in writing, visually, electronically or in a tangible form, to and by the PARTIES or any other employee, officer, or director of the PARTIES or an agent or contractor of the PARTIES or information which the PARTIES arc afforded access to by the nature of their duties and responsibilities as directed and desired by the PARTIES. As used herein, the term "Confidential Information," means all Information as above defined except Information which can be demonstrated (i) is or becomes publicly known and such public knowledge or disclosure is not the result of any act or failure to act on the part of the receiving PARTY or its employee, officer, director, agent, advisor or contractor, (ii) is, at the time of disclosure, already known to the PARTY to which the Information is disclosed, provided that such PARTY can demonstrate that such Information was known to and lawfully obtained by or learned by such PARTY prior to the time of disclosure, (iii) is independently developed by the PARTY to which the Information is disclosed, without utilizing the Confidential Information, (iv) is information disclosed by a third party to the PARTY to which the Information is disclosed provided that such third party is not under a duty to keep such disclosed information confidential, or (v) information that is required to be disclosed by law or order or pursuant to a subpoena of a court, administrative agency, or other authority with proper jurisdiction provided that such PARTY shall promptly notify the other of Such request for in sufficient time to allow application for a protective order or equivalent. 2. NO DISCLOSURE Except as provided in paragraph 3 hereof, the receiving PARTY shall keep confidential and not disclose to any party outside this Agreement any Confidential Information relating to the disclosing PARTIES for the term of the Agreement and for a period of Two (2) year(s) thereafter. Notwithstanding the above, the receiving PARTY may disclose such Confidential Information of the disclosing PARTY provided the disclosing PARTY gives prior written authorization to make such disclosure. 3. CONTROL OF INFORMATION AND CONFIDENTIAL INFORMATION Each PARTY shall maintain strict control over the Information disclosed to it and shall strictly limit disclosure only to directors, officers, employees, agents and other representatives who need such information in order to perform specified duties and responsibilities as directed. The receiving PARTY shall not remove or transmit any data or computer software whatsoever, in whatever medium or form from the premises of the other at any time without the permission of the disclosing PARTY. The PARTIES shall ensure that any person who is given access to any of the Information is made familiar with the requirements of this Agreement, and each PARTY hereto shall be respectively responsible for the acts or omissions of any person to whom it discloses Confidential Information. 4. RETURN OF INFORMATION AND CONFIDENTIAL INFORMATION. Upon the disclosing PARTY'S written or oral request, at any time, the receiving PARTY shall promptly return all tangible and electronic forms of the Information including the destruction of all notes, summaries, work papers, electronically stored documents, analyses or other documents prepared from the Information. Such destruction shall, upon request, be certified in writing by the receiving PARTY in a form satisfactory to the disclosing PARTY. Notwithstanding the foregoing, the receiving PARTY may keep one (1) copy of the Information of the disclosing PARTY and related materials in the office of its attorney as written record of what was received by the receiving PARTY subject to the confidentiality provisions of this Agreement.

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5. NO LICENSE Title to and all rights emanating from the ownership of, all Information and derivative works thereof disclosed under this Agreement shall remain vested in the disclosing PARTY. Nothing herein shall be construed as granting any license or other right to use the Information other than as specifically agreed upon by the PARTIES. In addition, it is understood that nothing herein shall be constructed as establishing any joint venture or other business relationship and that no right or license under any patent application or patent is conveyed by this Agreement by implication or otherwise. 6. BREACH AND REMEDIES Each PARTY acknowledges that the Confidential Information of the other is valuable and proprietary and gives its owner a competitive advantage. Each PARTY agrees that a breach of this Agreement will result in irreparable harm to the other. Accordingly, in the event of any breach or imminently threatened breach of any of such covenants by a PARTY, such PARTY agrees that the other may obtain a temporary-restraining order, preliminary injunction and/or permanent injunction to prevent such breach or threatened breach, even without proof of actual damages. In the event a Disclosing PARTY obtains any such relief, the disclosing PARTY shall he entitled to recover against the receiving PARTY all of its reasonable attorneys' fees, expenses and court costs incurred in connection with the enforcement of the disclosing PARTY'S rights under this Agreement. 7. NO WARRANTY FOR ACCURACY The PARTIES make no representation or warranty as to the accuracy or completeness of the Confidential Information. Each PARTY acknowledges that Confidential Information is provided on as "As Is" and on an "As Available" basis without warranty of any kind, expressed or implied. The PARTIES shall have no liability relating to, or resulting from, the use of the Confidential Information, except for (i) knowing, intentional misrepresentations or (ii) pursuant to any representation or warranty set forth in any definitive documentation when and if executed. 8. NO OTHER AGREEMENTS Nothing contained in this Agreement shall create with respect to either PARTY any obligation of any nature other than as specifically set out herein. This Agreement only relates to the confidential treatment of Information furnished by the PARTIES and creates no obligation on the part of either PARTY to further discuss or negotiate any business arrangements involving the PARTIES hereto or arty other matter not otherwise specifically referenced in this Agreement. Nothing in this Agreement shall be construed or modify, limit or supersede any term or condition of any other nondisclosure agreement with or for the benefit of Fiberset and the duties and obligations contained herein shall be in addition to those duties and obligations as may be imposed under any and all other agreements between the PARTIES. 9. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles. Any action or proceeding relating to these Agreement or their enforcement, shall be commenced and heard only in the state courts for Texas or the United States District Court for Texas. The PARTIES consent and submit to the personal, exclusive jurisdiction and venue of those courts. 10. NOTICES All notices, and any other communications provided herein, shall be deemed validly given, made or served, if in writing, and delivered personally or sent by certified mail, postage prepaid or courier service of recognized reputation to the addresses stated above. 11. DURATION FOR DISCLOSURE The period in which the parties are disclosing Confidential Information under this Agreement shall terminate two (2) years after execution of this Agreement or may be extended or earlier terminated by either PARTY upon thirty (30) days prior written notice to the other PARTY. Termination of this Agreement shall not relieve either PARTY of any obligation with respect to Information disclosed hereunder. 12. ASSIGNMENT This Agreement may not be assigned, in whole or in part, by any party without the prior written consent of the other party, which cannot be unreasonably withheld. 13. NON-SOLICITATION During the term of this Agreement, and one year thereafter, each PARTY agrees that it will not solicit the employment or consultancy of, offer employment or consultancy to or otherwise hire or contract any employee of the other PARTY it is introduced to or becomes aware of in connection with this Agreement.

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14. ENTIRETY OF AGREEMENT AND AMENDMENTS This Agreement contains the entire agreement of the PARTIES with respect to the obligation specifically set out herein. Any and all previous agreements, understandings or representations, oral or written, which have not been specifically incorporated herein are superseded and may not be relied upon by the PARTIES. No modification thereof shall be binding on the PARTIES unless separately contracted in writing and agreed to by a duly authorized representative of all PARTIES. This Agreement may be executed by facsimile and in one or more counterparts, each of which shall be deemed to be an original, but all of which will together constitute one and the same Agreement. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of disclosing PARTY, its agents, or employees, but only by an instrument in writing signed by an authorized officer of each PARTY. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. IN WITNESS WHEREOF, PARTIES have caused this Agreement to be executed by their duly authorized representatives. SkyDrill Power Systems LLC

Fiberset, Inc.

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