Video Interview

1. How have I shown that I can learn on the go and be adaptable in constantly changing environments and roles?
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2. How have I and do I relate well with others? Why am I someone you’d want to get stuck in an airport with for 12 hrs?
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3. How have I shown I can produce results? (e.g.’s of my metrics of success)
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NONDISCLOSURE AGREEMENT

INVENTOR

This Nondisclosure Agreement (this “Agreement”) is made and entered into as of _________, 2008 (the “Effective Date”) by and between Norwood Operating Company, LLC, a Delaware limited liability company (“Norwood”) and Kevin Melgaard, a resident of ___________________________________ (“Inventor”).

1.              Purpose.  Norwood has requested certain product information regarding a product developed by Inventor (the “Product”) for Norwood’s use in evaluating the Product for potential inclusion in Norwood’s product line.  Inventor represents and warrants to Norwood that Inventor has filed a patent application for the Product with the United States Patent and Trademark Office and that, to Inventor’s knowledge, the Product does not infringe upon the intellectual property or other rights of another. Inventor has agreed to disclose to Norwood such information provided that treats it as confidential pursuant to the terms of this Agreement. Norwood acknowledges that such information is confidential and proprietary information of Inventor and disclosure of any Confidential Information (as defined below) will result in substantial and irreparable injury to Inventor.

2.              Definitions.  As used herein, the term “Confidential Information” means any information disclosed by Inventor to Norwood about the Product.  Confidential Information shall not include, however, any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Norwood by Inventor; (ii) becomes publicly known and made generally available after disclosure to Norwood by Inventor through no action or inaction of Norwood; or (iii) is in the possession of Norwood, without confidentiality restrictions, at the time of disclosure by Inventor.

3.              Non-Use and Non-Disclosure.  Norwood agrees not to use any Confidential Information for any purpose except for the purpose of the evaluation noted above.  Norwood agrees not to disclose any Confidential Information to any third parties (including, without limitation, any individual, corporation, limited liability Inventor, partnership or any other form of business entity). Norwood agrees that it will honor all intellectual property rights of Inventor in the Product.

4.              Maintenance of Confidentiality.  Norwood agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.  Without limiting the foregoing, Norwood shall take at least those measures that Norwood takes to protect his own confidential information.  Norwood shall immediately notify Inventor in the event of any unauthorized use or disclosure of the Confidential Information.

5.              Return of Materials.  All documents and other tangible objects containing or representing Confidential Information and all copies thereof that are in the possession of Norwood (or others) shall be and remain the property of Inventor and shall be promptly returned to Inventor upon Inventor’s request.

6.              No License.  Nothing in this Agreement is intended to grant any rights to Norwood under any patent, copyright, trademark or other intellectual property right of Inventor, nor shall this Agreement grant Norwood any rights in or to Confidential Information.

7.              Remedies.  Norwood agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Inventor, entitling Inventor to obtain injunctive relief (in addition to all legal remedies), without the necessity of posting a bond or having to prove the inadequacy of the available remedies at law.

8.              Governing Law; Attorneys’ Fees.  THIS Agreement shall be governed by the laws of the State of INDIANA, without reference to conflict of laws principles.  Any judicial proceeding brought against any of the parties hereto on any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts located in INDIANAPOLIS, INDIANA, and each party hereto irrevocably waives to the fullest extent permitted by law any objection that such party may now or hereafter have to the laying of the venue of any judicial proceeding brought in such courts and any claim that any such judicial proceeding has been brought in an inconvenient forum.  IF NORWOOD BRINGS AN ACTION OR OTHERWISE ENGAGES COUNSEL TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT, NORWOOD SHALL BE ENTITLED TO RECOVER FROM NORWOOD ITS COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND COSTS, INCURRED IN CONNECTION WITH SUCH ACTION, INCLUDING ANY APPEAL THEREFROM, WHETHER OR NOT ANY JUDICIAL PROCEEDING IS INITIATED OR ACTUALLY FILED BY NORWOOD.

9.              Miscellaneous.  This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns.  This document contains the entire agreement between the parties with respect to the subject matter hereof.  Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.  This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.  A facsimile signature on this Agreement shall be deemed an original for all purposes hereof.  This Agreement may be executed in multiple counterparts, all of which shall be deemed one in the same Agreement. The Agreement shall remain in full force and effect for a period of two (2) years from the date of its execution.

10.              Severability.  In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

INVENTOR:

Kevin Melgaard

NORWOOD:

Norwood Operating Company, LLC,

a Delaware limited liability company

By:

Printed Name:

Title: