Acquisitions

CISCO SYSTEMS, INC. COLD CALL / LEAD MANAGER AGREEMENT BY CLICKING ON THE "ACCEPT" BUTTON, RECEIVING FROM CISCO CERTAIN INFORMATION DESCRIBED IN THIS AGREEMENT, OR PROVIDING TO CISCO CERTAIN INFORMATION DESCRIBED IN THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT ENGAGE IN ACTIVITIES INVOLVING CISCO'S COLD CALL/LEAD MANAGER TOOL UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT CLICK THE "DO NOT ACCEPT" BUTTON AND THE PROCESS FOR UTILIZING THE COLD CALL/LEAD MANAGER TOOL WILL NOT CONTINUE.

This Cold Call/Lead Manager Agreement (the "Agreement") is made and entered into by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 W. Tasman Dr., San Jose, CA 95134-1706 (and its direct and indirect wholly owned subsidiaries) and you ("Company"), as of the date you accept this Agreement (the "Effective Date"). Cisco and Company may be referred to collectively herein as the "Parties." Company wishes to provide information to Cisco which may include, but is not limited to its technologies, products, finances, product information, brochures, and financial statements as they may relate to acquisition, joint venture, partnership, or other potential business opportunities ("Company Information") with Cisco through the on-line Cold Call/Lead Manager Tool located at the following url: http://tools.cisco.com/BDApps/coldcall/index.do. Cisco makes no guarantees or representations that submission of Company Information will result in an acquisition, joint venture, partnership, or other potential business relationships. Therefore, the Parties agree as follows:

1.Communications of Company Information by Cisco. Cisco may communicate Company Information internally to its employees, contractors, legal advisors, financial advisors or other representatives. Cisco will not communicate Company Information to any other parties without the express written consent of Company.

2.Communication of Company Information by Company. At Company's sole discretion, Company may communicate to Cisco its Company Information via the Cold Call/Lead Manager Tool. Company understands and agrees that its use of the Cold Call/Lead Manager Tool and web site will be subject to the Cisco Connection Online Notices posted at http://www.cisco.com/public/copyright.html for the Cold Call/Lead Manager web site. Company also understands and agrees that Cisco does not wish to receive confidential information from Company except as expressly provided under this Agreement. If Company discloses confidential information to Cisco, Cisco is free to use such confidential information in the manner described herein.

3.Confidentiality and Non-Disclosure. The information covered in this Agreement is limited to information exchanged or made available via the Cold Call/Lead Manager Tool and web site. In the event the Parties wish to exchange other confidential or proprietary information not related to the Cold Call/Lead Manager Tool, the Parties should enter into an appropriate Non-Disclosure Agreement.

4.Proprietary or Confidential Information. As used herein "Confidential Information" or "Proprietary Information" shall mean any information exchanged between the Parties during the term of this agreement, whether disclosed orally or in writing, which either Cisco or Company designates and marked as confidential or proprietary. Any oral disclosures identified as confidential or proprietary at the time of disclosure shall be so designated in a written memorandum from the disclosing Party to the receiving Party within thirty (30) days of disclosure. Notwithstanding the foregoing, Cisco's decision to proceed with Company with regard to acquisition, joint venture, partnership, or other potential business opportunities will be deemed Confidential Information whether or not designated as confidential or proprietary but only until the Parties have publicly announced the specific business relationship, if any, it being understood that disclosures made through the Cold Call/Lead Manager Tool will not be deemed a public announcement.

5.Use of Confidential Information. Company may only use Cisco's Confidential Information for purposes of providing feedback to Cisco. Cisco may use Company Information or Company's Confidential Information for purposes of reviewing, considering or determining if Cisco would desire to pursue a potential business relationship, if any, with Company. COMPANY SHOULD NOT DISCLOSE TO CISCO ANY COMPANY CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT OR ON THE COLD CALL/LEAD MANAGER TOOL WEB SITE THAT COMPANY DOES NOT WANT CISCO TO USE FOR PURPOSES OF REVIEWING, CONSIDERING OR DETERMINING IF CISCO DESIRES TO PURSUE AN ACQUISITION, JOINT VENTURE, PARTNERSHIP, OR OTHER POTENTIAL BUSINESS RELATIONSHIP WITH COMPANY.

6.Term. This Agreement shall continue from the Effective Date until terminated by either Party by giving thirty (30) days written notice to the other Party of its intent to terminate this Agreement. Notwithstanding such termination, the obligations of the Parties concerning confidentiality shall terminate five (5) years following receipt of the Confidential Information.

7.Exceptions to Confidential Information. The receiving party of Confidential Information shall have no obligation with respect to information which (i) was rightfully in possession of or known to the receiving party without any obligation of confidentiality prior to receiving it from the disclosing party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the receiving party from a source other than the disclosing party without any obligation of confidentiality; (iv) is developed by or for the receiving party without use of the Confidential Information and such independent development can be shown by documentary evidence; (v) becomes available to the receiving party by wholly lawful inspection or analysis of products offered for sale; and (vi) is transmitted by a party after receiving written notification from the other party that it does not desire to receive any further Confidential Information. Further, the receiving party may disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the receiving party provides the disclosing party: (a) prior written notice of such obligation; and (b) the opportunity to oppose such disclosure or obtain a protective order.

8.Disclosure. Except as provided in Section 1, the receiving party shall not disclose the Confidential Information to any third party without the prior express written consent of the other party and only for the purpose stated herein. If consent is granted, such third party shall have entered in a Non-Disclosure Agreement with receiving party which require the other party to use the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own confidential or proprietary information of a like nature.

9.Return or Destruction of Confidential Information. Upon written demand by the disclosing party, the receiving party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the disclosing party within seven (7) days of receipt of demand; and (iii) upon request of the disclosing party, certify in writing that the receiving party has complied with the obligations set forth in this paragraph.

10.Injunctive Relief. Each party acknowledges that monetary remedies may be inadequate to protect Confidential Information and that injunctive relief may be appropriate to protect such Confidential Information.

11.Export. The parties acknowledge that the Confidential Information disclosed by each of them under this Agreement may be subject to export controls under the laws of the United States. Each party shall comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required United States authorizations or licenses.

12.Disclaimer. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITH ALL FAULTS. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

13.Survival. Upon termination or expiration of this Agreement, all rights and obligations shall cease forthwith, and each Party shall cease using any Confidential Information received from the other Party prior to such termination or expiration for such purpose granted in this Agreement and shall not make any further use or disclosure thereof. The completion of business analyses by Cisco of Company based on Confidential Information received from Company prior to the termination or expiration of this Agreement will not be deemed a breach of this Section. The provisions of confidentiality shall survive any such termination or expiration.

14.Press Release. Neither Party shall make any press release or public disclosure regarding this Agreement or the information exchanged on the Cold Call/Lead Manager Tool web site without the prior written consent of the other Party. The specific contents of the press release will be mutually agreed upon. Notwithstanding, the Parties wish to facilitate such releases as shall be in the best interests of both Parties.

15.Assignment. This Agreement and the rights and duties under it may not be assigned by either Party without the express prior written consent of the other Party. Subject to the foregoing this Agreement shall be binding upon the Parties hereto and their respective heirs, successors and assigns.

16.Notices. Notices to be given or submitted by either Party to the other pursuant to this Agreement shall be directed to the address of Company provided to Cisco and, in the case of notices to Cisco, to the attention of the Cisco Cold Call/Lead Manager Administrator, c/o Mail Stop SJ 10-2, Cisco Systems Inc., 300 East Tasman Drive, San Jose, CA 95134 with a copy to Cisco Systems, Inc., Legal Services, 170 W. Tasman Drive, San Jose, California 95134-1706. Any notice given pursuant to this section shall be deemed given upon personal delivery, or five days after the day of postmark thereof if sent by prepaid Certified or Registered Mail, Return Receipt Requested.

17.Severability. If any clause or provision of this Agreement is determined to be invalid or unenforceable for any reason, it shall, to the extent possible, be adjusted rather than voided, in order to achieve the intent of the Parties. In any event, all other terms and provisions shall be deemed valid and be enforceable to the maximum extent permissible.

18.Governing law. This Agreement shall be construed in accordance with the laws of the State of California.

19.Entire Agreement. This Agreement represents the entire agreement of the Parties hereto pertaining to the subject matter of this Agreement, and supersedes any and all prior oral discussions and/or written correspondence or agreements between the Parties with respect thereto.