CONFIDENTIAL - NON DISCLOSURE AGREEMENT

Made and entered into in __________________ on ___________________200_.

Between:
Innovative Ltd Company No ______________ ISRAEL
(Hereinafter referred to as "INNOVATIVE")

and Between:
Name _______________ address _______________________________________
Company Number _______________________
(Hereinafter referred to as "the Company")
Whereas:
INNOVATIVE has in its possession certain confidential ideas and/or know-how and/or
data and/or scientific information relating to:

The "HumperOn ©" technology & system: Know how of design, production and
assembly of Local Electricity manufacturing Devices – Mechanical kinetic conversion
systems of drive energy to electrical energy.

(Hereinafter- "Confidential Information")

and Whereas:
The Company is interested in receiving the said Confidential Information for the sole
purpose of evaluating the scientific and business potential of said Confidential
Information, with the aim of entering a binding agreement, and therefore, it is agreed as
follows:

The above recitations shall be considered as an integral part of this Agreement.

1. INNOVATIVE will deliver written or oral disclosures to representatives of the Company. All
such disclosures will be identified as Confidential Information and as falling within the terms
of this Agreement.

2. The Company undertakes to hold in confidence all the Confidential Information disclosed to
the Company by INNOVATIVE for a period of Ten (10) years from the date hereof or from
the date of delivery of any Confidential Information (hereinafter - "the Relevant Date"); the
later of the two.

3. (a) The Company undertakes to carefully safeguard the Confidential Information in order to
avoid its loss, and will take all reasonable care necessary to keep any and all such
information confidential and shall not disclose it to third parties.

In the event of the loss of the Confidential Information or the disclosures or any part
thereof by the Company, or its coming to the knowledge of any other party, the Company
undertakes to give immediate written notice thereof to INNOVATIVE.

(b) The Company will use its best efforts to limit access to the Confidential Information under its
control solely to the Company's employees whose access to the Confidential Information
is essential for the evaluation thereof.

(c) The Company warrants and undertakes that throughout the above mentioned period
in Article 2, it shall remain liable for its employees and/or representatives and/or persons
acting on its behalf maintaining absolute confidentiality with regard to all Confidential
Information.

(d) The Company agrees that it will not, without the prior written consent of
INNOVATIVE, disclose and/or use or outline the Confidential Information, in any way, for a
period of Ten (10) years from the Relevant Date. Neither shall the Company derive, directly
nor indirectly, from the possession or use of the Confidential Information any right, title or
interest therein, nor claim any legal right either by means of patent applications or otherwise
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with regard to products or processes derived there from or based upon the Confidential
Information.

4. The Company represents that the purpose of receiving any patent applications from
INNOVATIVE is solely to assess interest in obtaining a license under such applications, and
further represents that its request for such applications is not to form a basis for filing patent
applications or instituting any other proceeding in any patent office or court.

5. For the avoidance of any doubt, it is hereby clarified that this Agreement does not
constitute a license to use the Confidential Information other than for evaluation purposes as
specified above and shall not in any way commit INNOVATIVE to enter into any such or
other Agreement with the Company.

6. The Company acknowledges that remedies at law may be inadequate to protect

INNOVATIVE against any actual or threatened breach of this Agreement by the Company
and, without prejudice to any other rights and remedies otherwise available to INNOVATIVE,
the Company agrees to the granting of injunctive relief in favor of INNOVATIVE without
proof of actual damages. In the event of litigation relating to this Agreement, if a court of
competent jurisdiction determines in a final non-appealable order that this Agreement has
been breached by the Company, then the Company will reimburse INNOVATIVE for its costs
and expenses (including, without limitation, legal fees and expenses) incurred in connection
with all such litigation.

7. The provisions of this Agreement and everything concerning the relationship

between the parties in accordance with this Agreement shall be governed by Israeli law and
jurisdiction shall be granted only to the appropriate court in Tel Aviv.

8. Notwithstanding the above, the Company hereby agrees that, in the event that no
treaty exists upholding the enforceability of temporary orders issued by Israeli courts in the
foreign jurisdiction in which INNOVATIVE may require such an order to be upheld,
INNOVATIVE may, at its own discretion, elect the place of jurisdiction for the obtaining of
writs against the Company.

The Company undertakes not to object to the enforcement against it of writs issued by any
aforesaid jurisdiction under such circumstances.

In witness hereof, the parties have attached their signature:

Signature of authorized Signature of authorized

Representative of the Company Representative of INNOVATIVE

By: ______________________ By: _____________________

Name: ____________________ Name: ___________________

(Printed/Typed) (Printed/Typed)

Title: _____________________ Title: ____________________

Date: ____________________ Date: ____________________