This Agreement is made and entered into on _____ day of ________________199___ .

BETWEEN :-

1. Creative Labs, Inc. having its principal place of business at 1901 McCarthy Boulevard, Milpitas, CA 95035 ("Creative"),

2. ______________________________ a __________________ having its principle place of business at __________________________________________________
   (hereinafter "Receiving Party").

WHEREAS :-

1. Creative develops and uses valuable technical and non-technical confidential and proprietary information.

2. Receiving Party is interested in receiving certain Confidential Information (as defined hereunder) from Creative for the purpose of developing application software which supports Creative Labs' products ("Device").

NOW THEREFORE, in consideration of the disclosure of such Proprietary/Confidential Information and the mutual covenants and promises herein contained, it is agreed as follows :-

1. For purposes of this Agreement, "Confidential Information" shall mean information or material proprietary to Creative of which Receiving Party may obtain knowledge or access. "Confidential Information" includes, but is not limited to, the following types of information and other information of a similar nature, whether or not set forth in writing : discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know-how", marking techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information. "Confidential Information" shall also include any information described as proprietary or designated as confidential information, whether or not owned or developed by Creative, and whether or not copyrighted or information disclosed to Creative by any third party which information Creative is obligated to treat as confidential or proprietary information.

2. All Confidential Information disclosed by Creative shall, between Creative and Receiving Party, remain the property of Creative. Creative is not hereby granting or extending to Receiving Party any rights of any kind under any patent, copyright, trademark, or other intellectual property right which Creative may now have or may hereby obtain with respect to the Confidential Information.

3. Receiving Party shall use the Confidential Information only for the above-stated purposes, unless otherwise agreed to by further written agreement of the parties, and shall keep confidential and not disclose the Confidential Information to any other person, firm or corporation, except to the extent that any Confidential Information :-

   (i)

   is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no act or fault on the part of Receiving Party;

   (ii)

   is known by Receiving Party at the time of receiving such information; or

   (iii)

   is hereafter rightfully furnished to Receiving Party by a third party without breach of any separate non-disclosure obligation.

4. Receiving Party agrees that no Confidential Information shall be disclosed to any officer, employee, or agent of Receiving Party, unless such person shall have a need to know such information in order to carry out the above-stated purposes. Receiving Party shall take all reasonable precautions to ensure against any breach of confidentiality and will advise its employees who have access to any Confidential Information of the confidential nature thereof and of the limitation with respect to its permitted use to the above-stated purposes.

5. Notwithstanding the conclusion or termination of the parties' relationship as described herein, whether due to cancellation by either party upon written notice to the other or otherwise, Receiving Party shall continue to fulfil its obligations hereunder and to maintain the confidentiality of the Confidential Information for a period of five (5) years thereafter.

6. All Confidential Information, existing in written form or recorded in any other tangible medium, shall be returned to Creative upon its request, together with any reproductions or copies thereof.

7. Upon written request of Receiving Party, Creative may in its sole discretion give permission, valid only to the extent given in writing and signed by a duly authorized representative of Creative, to Receiving Party to disclose Confidential Information otherwise required to be kept confidential by this Agreement.

8. Receiving Party agrees that Creative will suffer irreparable harm if Receiving Party fails to comply with its obligations set forth herein, and further agrees that monetary damages will be inadequate to compensate Creative for any such breach. Accordingly, Receiving Party agrees that Creative will, in addition to any other remedies available to it at law or in equity, be entitled to the issuance of injunctive relief to enforce the provision hereof.

9. Receiving Party agrees that if it fails to comply with its obligation, as set forth herein, Creative shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or benefits which Receiving Party directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation. Such remedy shall be in addition to and not in limitation of any injunctive relief or other remedies to which Creative may be entitled, at law or in equity, under this Agreement.

10. Neither party shall have the right to assign this Agreement (or any portion hereof) without the prior written consent of the other party. Any assignment without such consent shall be void and is a material breach hereof. Subject to the foregoing, this Agreement shall be binding upon the successors and authorized assigns of Receiving Party and shall inure to the benefits of the successors and authorized assigns of Creative. No oral agreement, statement or representation shall alter its provisions.

11. This Agreement shall govern all matters referred to herein unless it is terminated by Creative giving the Receiving Party one month's notice to that effect. Upon the expiry of the notice, the Agreement shall be effectively terminated and all information and derivatives thereof shall be returned by the Receiving Party to Creative in accordance with Clause 6 above.

12. Any notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or as may be notified from time to time by the party concerned.

13. The failure of any party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall remain in full force and effect.

14. The terms of this Agreement are confidential and shall not be disclosed to third parties without the written consent of all parties, except to the extent required by a court or regulatory agency of competent jurisdiction.

15. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. Should any provision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect.

In witness whereof, the parties have executed this Agreement as of the date first written above.

Creative Labs, Inc.

Signature : ____________________________________________

Name : ________________________________________________

Designation : __________________________________________

[_______________________________]

Signature : ____________________________________________

Name : ________________________________________________

Designation : __________________________________________