TECHNOLOGY LICENSING

On February 17, 2009, US Patent 7,490,416 was granted for running shoes with Power Bounce cushioning. With successful completion of trial marketing of its prototype shoes, the Power Bounce Shoe Company shifted its focus from selling shoes to licensing its technology. It is anticipated that licensing to one or more running shoe manufacturers will be the quickest route to bringing the benefits of Power Bounce to the largest number of runners. For information on licensing opportunities, contact Herb Townsend at herbtown@msn.com.

Confidential Disclosure Agreement

The following form is intended for copying onto a Word document for printing, signing, and sending in duplicate to Power Bounce in advance of a confidential disclosure of Power Bounce technology.

POWER BOUNCE COMPANY

Confidential Disclosure Agreement

Agreement between Herbert E. Townsend, President, Power Bounce Company, 7600 Bayshore Drive, Suite 906, Treasure Island, FL 33706 ("INVENTOR"), and ___________________________________________________________("Confidant").

(Name, Title, Company, and Address)

This agreement is reached between the INVENTOR and the Confidant.

INVENTOR has conducted extensive research and made certain Developments (hereinafter “Developments”), applicable to the design and engineering of:

1) high-end running shoes, i.e. those worn by serious runners of 10K’s, marathon races, and the like; as well as

2) walking shoes made for walking long distances, i.e. those worn by health conscious people who are beyond the athletic stage, but seek to stay in shape and finally,

3) standing and walking shoes, i.e. those worn by nurses, doctors, store clerks, bank tellers and the like.

INVENTOR has also sought and has been granted Letters Patent related to its Developments and possesses proprietary trade secret information applicable thereto (hereinafter “Information”).

Confidant desires to obtain a disclosure of Information to determine the possible application thereof in Confidant’s manufacturing, marketing, and sales of its products internationally.

Confidant agrees that in consideration of INVENTOR disclosing Information, all Information shall be received and treated as secret and confidential and shall be used only for purposes of evaluating the potential for such application of Information in its own manufacturing and sales operations, unless otherwise provided for in a subsequent written agreement between the parties, and neither shall be used nor disclosed to any third party or parties by the Confidant, without the prior written permission of the INVENTOR . The confidant’s obligations hereunder shall not apply to any information which:

(a) appears in patents or printed publications;

(b) ceases to be confidential through no fault of the Confidant; or

(c) The Confidant can show by written records was in its possession prior to the disclosure made by the INVENTOR to the Confidant, or subsequently came into the Confidant’s possession through legal channels.

PROVIDED HOWEVER, that disclosures of Information made to the Confidant which are specific shall not be deemed to be within the foregoing exceptions merely because they the Confidant’s possession and PROVIDED FURTHER, that any combination of features shall not be deemed to be within the foregoing exceptions merely because the individual features are contained in information within the public domain or in the Confidant’s possession, unless the combination itself and its principle of operation are in the public domain or in the Confidant’s possession.

It is understood that Information may be disclosed to the Confidant either verbally or in documentary form. The Confidant further agrees to limit access and copies of documents stamped "Confidential" by the INVENTOR, as well as other Information, whether written or oral, on a need-to-know basis within its organization and will inform anyone in its employ that receives a disclosure of Information that he and/or she is subject to the restrictions of this agreement.

None of the terms of this agreement shall be modified or amended except in writing signed by the parties. The provisions of this agreement are understood to be severable in case any provision is held to be invalid by a competent court or governmental agency and the terms hereof are to be interpreted in accordance with the law of the State of Florida and the venue to resolve any disputes shall be Tampa.

All documents stamped "Confidential" will be returned to the Inventor immediately upon request.

If the foregoing agreement is acceptable to the Confidant, please print duplicate copies and indicate acceptance by having the agreement signed by an authorized officer of the Confidant and returning to the INVENTOR.

For the INVENTOR by: ____________________________

Herbert E. Townsend

President, Power Bounce Company

Date: __________

Accepted and Agreed to: For the Confidant

Signature _________________________________

Print Name: _______________________________

Title: ___________________________________

Company _________________________________

Date: ________________

POWER BOUNCE COMPANY
Confidential Disclosure Agreement

Agreement between Herbert E. Townsend, President, Power Bounce Company, 7600 Bayshore Drive, Suite 906, Treasure Island, FL 33706 ("INVENTOR"), and ___________________________________________________________("Confidant").
(Name, Title, Company, and Address)

This agreement is reached between the INVENTOR and the Confidant.

INVENTOR has conducted extensive research and made certain Developments (hereinafter “Developments”), applicable to the design and engineering of:

1) high-end running shoes, i.e. those worn by serious runners of 10K’s, marathon races, and the like; as well as

2) walking shoes made for walking long distances, i.e. those worn by health conscious people who are beyond the athletic stage, but seek to stay in shape and finally,

3) standing and walking shoes, i.e. those worn by nurses, doctors, store clerks, bank tellers and the like.

INVENTOR has also sought and has been granted Letters Patent related to its Developments and possesses proprietary trade secret information applicable thereto (hereinafter “Information”).

Confidant desires to obtain a disclosure of Information to determine the possible application thereof in Confidant’s manufacturing, marketing, and sales of its products internationally.

Confidant agrees that in consideration of INVENTOR disclosing Information, all Information shall be received and treated as secret and confidential and shall be used only for purposes of evaluating the potential for such application of Information in its own manufacturing and sales operations, unless otherwise provided for in a subsequent written agreement between the parties, and neither shall be used nor disclosed to any third party or parties by the Confidant, without the prior written permission of the INVENTOR .  The confidant’s obligations hereunder shall not apply to any information which:

            (a)  appears in patents or printed publications;

            (b)  ceases to be confidential through no fault of the Confidant; or

(c)        The Confidant can show by written records was in its possession prior to the disclosure made by the INVENTOR to the Confidant, or subsequently came into the Confidant’s possession through legal channels.

PROVIDED HOWEVER, that disclosures of Information made to the Confidant which are specific shall not be deemed to be within the foregoing exceptions merely because they the Confidant’s possession and PROVIDED FURTHER, that any combination of features shall not be deemed to be within the foregoing exceptions merely because the individual features are contained in information within the public domain or in the Confidant’s possession, unless the combination itself and its principle of operation are in the public domain or in the Confidant’s possession.

It is understood that Information may be disclosed to the Confidant either verbally or in documentary form.  The Confidant further agrees to limit access and copies of documents stamped "Confidential" by the INVENTOR, as well as other Information, whether written or oral, on a need-to-know basis within its organization and will inform anyone in its employ that receives a disclosure of Information that he and/or she is subject to the restrictions of this agreement.

None of the terms of this agreement shall be modified or amended except in writing signed by the parties.  The provisions of this agreement are understood to be severable in case any provision is held to be invalid by a competent court or governmental agency and the terms hereof are to be interpreted in accordance with the law of the State of Florida and the venue to resolve any disputes shall be Tampa.

All documents stamped "Confidential" will be returned to the Inventor immediately upon request.

If the foregoing agreement is acceptable to the Confidant, please print duplicate copies and indicate acceptance by having the agreement signed by an authorized officer of the Confidant and returning to the INVENTOR.

For the INVENTOR by:                       ____________________________
                                                            Herbert E. Townsend
                                                            President, Power Bounce Company
Date: __________

Accepted and Agreed to: For the Confidant

Signature _________________________________
Print Name: _______________________________
            Title:    ___________________________________
            Company _________________________________
Date:    ________________