Non-Disclosure Agreement
This non-disclosure agreement (“Agreement”) is made and entered into as of thedate last executed below (“Effective Date”) by and among_____________________________________, having its business office at________________________________________ (“Recipient”), SD-3C LLC (“SD-3CLLC”) a Delaware limited liability company having its registered office at 1209 OrangeStreet, Wilmington, New Castle County, Delaware 19801, U.S.A. under authorization ofPanasonic Corporation, SanDisk LLC and Toshiba Memory Corporation (collectively,“SD Group”), and SD Card Association (“SD Association”), a California non-profit
membership corporation having its principal place of business at 5000 Executive
Parkway, Suite 302, San Ramon, California 94583, U.S.A. (SD-3C LLC and SD
Association each a “Discloser” and collectively “Disclosers”).
WITNESSETH
WHEREAS, SD Group has entered into a basic agreement tocollaborate on the development, marketing and licensing of a next generation
card technology; andWHEREAS, SD Group and SD Association have defined certain
specifications with respect to the next generation card technology; andWHEREAS, SD-3C LLC (under authorization from the SD Group) and SD
Association collectively own certain confidential or proprietary information including,but not limited to, specification designs, drawings, mask works, software, processes,
data, know-how, plans, services, samples, prototypes, application, and otherinformation regarding technical specifications for such next generation memory card
technology as set forth in Exhibit A (the “Confidential Information”); andWHEREAS, SD-3C LLC and the SD Association desire to disclose to
Recipient, and Recipient is willing to accept, such Confidential Information on theterms and conditions in this Agreement; andWHEREAS, the purpose for disclosing the Confidential Information to Recipient
is to permit Recipient to evaluate the Confidential Information for use in developing,
designing and/or manufacturing possible future products which will be compliant with
the Confidential Information (the “Purpose”).
NOW, THEREFORE, in mutual consideration of the covenants and promises
set forth herein, and in consideration of the continued use of any specifications
previously disclosed by SD-3C LLC or SD Association to Recipient, the parties agree
as follows:
1. Recipient shall not disclose the Confidential Information of SD Association orSD-3C LLC to any third party. Recipient may disclose the Confidential
Information only to those of its employees who need to know such Confidential

Information in order to carry out the Purpose and who are bound in writing toterms and conditions substantially similar to, and at least as protective of SD
Association’s and SD-3C LLC’s rights as, those contained in this Agreement.
Recipient will immediately give notice to SD Association of any unauthorized useor disclosure of the Confidential Information, and Recipient agrees to assist SD
Association and SD-3C LLC in remedying the same.
2. Recipient shall use the Confidential Information only internally and solely for thePurpose. Recipient shall not use the Confidential Information for any other use
than the Purpose, including but not limited to filing patent applications based on
the Confidential Information. Recipient further agrees not to reproduce, copy,
alter, modify, make derivative works from, distribute, publicly display or perform,
disassemble, or reverse engineer any Confidential Information unless permitted ina separate written agreement among SD Association and/or SD3C LLC andRecipient.
3. Recipient agrees that if it is not a member of SD Card Association as of theEffective Date, Recipient will pay a one thousand dollar (US$1,000) supplemental
administration fee payable to SD Card Association. If Recipient subsequently
becomes a member of SD Card Association with ninety (90) days of the Effective
Date, then SD Card Association will credit the payment under this Agreement
towards Recipient’s membership dues.
4. In addition to the information set forth in Exhibit A (“Confidential Information”),
Confidential Information includes any information disclosed by SD Association
or SD-3C LLC to Recipient that: (i) if disclosed in tangible form, is marked as“Confidential”, “Proprietary” or in some other legend to indicate its confidential
nature, and (ii) if disclosed orally, visually, through demonstration, or otherintangible form, is either (a) specifically designated as Confidential Information at
the time of disclosure or (b) by its nature or the circumstances of its disclosure
would be reasonably understood to be Confidential Information, and suchdisclosure is confirmed in writing within thirty (30) days from the date ofdisclosure.
5. Recipient shall use the same degree of care, but no less than reasonable care under
the circumstances, in keeping the Confidential Information confidential as it uses
for its own confidential information of a similar nature.
6. The obligations under this Agreement shall not extend to Confidential
Information that Recipient can document: (a) was generally available to the public
at the time it was disclosed pursuant to this Agreement; (b) became generally
available to the public after disclosure not as a result of any improper inaction oraction of Recipient; (c) was rightfully in Recipient’s possession free of any
obligation of confidentiality at the time of disclosure; (d) was independently
developed by Recipient’s employees or agents who have not had access to theConfidential Information; (e) was approved in writing by SD Association and SD3C LLC for release; or (f) is disclosed by SD Association and SD-3C LLC to athird party without restrictions on such third party’s rights to disclose or use thesame; provided however that the obligations under this Agreement shall alwaysextend to any next generation card technology specifications disclosed by SD
Association or SD-3C LLC to Recipient regardless of whether the disclosure
occurred before Recipient’s execution of this Agreement. A disclosure of any
portion of the Confidential Information (i) in response to a judicial or
governmental order, or (ii) as otherwise required by law, shall not be considered
as a breach of this Agreement nor a waiver of confidentiality for any otherpurpose; provided, however, that Recipient shall promptly inform SD Association
prior to such disclosure and shall assist SD Association and/or SD-3C LLC as
reasonably requested to obtain a protective order or otherwise prevent disclosure.
7. This Agreement shall remain in effect until the earlier of (i) the one (1) year
anniversary from the Effective Date or (ii) the consummation of a definitive
license agreement between the parties for the Confidential Information; provided,
however, that in any case all of the confidentiality and limited use obligations
contained herein shall survive for ten (10) years, except for Part 3 of thespecifications (and revisions thereof) which is related to security technology andthe 4C copy protection, for which the confidentiality period shall survive inperpetuity.
8. The parties to this Agreement acknowledge that certain Confidential Information
disclosed to Recipient hereunder may be subject to the export control laws orregulations of the United States and/or Japan. SD Association or SD-3C LLC, asappropriate, shall be responsible for obtaining any initial export license orauthorization as may be required under such laws or regulations with respect tothe export to Recipient of any Confidential Information at Recipient’s address set
forth in the preamble of this Agreement or to such other address as Recipient may
specify in writing to SD Association. Recipient shall be responsible for obtaining
any export license or authorization as may be required with respect todissemination of the Confidential Information to Recipient’s employees or within
Recipient’s organization.
9. All Confidential Information shall remain the property of SD Association and/orSD-3C LLC as appropriate. Upon request by SD Association or SD-3C LLC, allConfidential Information furnished to Recipient hereunder and all copies thereof,
if any, shall be, at the discretion of SD Association or SD-3C LLC, returned to SD
Association or SD-3C LLC or destroyed, and Recipient shall provide a written
certification of compliance with this sentence.
10. No license, express or implied, in the Confidential Information is granted to theRecipient other than to use Confidential Information in the manner and to theextent authorized in this Agreement.
11. Neither this Agreement, nor the disclosure or receipt of the ConfidentialInformation, shall constitute or imply any promise or intention by any of theparties or their affiliated companies to enter into any contract, license or otherbusiness relationship to (i) make or purchase any products or services, or (ii)market any present or future product or service. Recipient agrees that any
commercial use of the Confidential Information requires that a separate written
definitive license agreement be consummated between itself and SD Association

and/or SD-3C LLC, as appropriate.
12. Recipient understands that Confidential Information provided under thisAgreement is subject to change and revision at the sole discretion of SD
Association and/or SD3C LLC.
13. All parties understand that all parties may be currently or in the future exchanging
information with third parties that may be identical or similar to the Confidential
Information. Accordingly, nothing in this Agreement will be construed as arepresentation or inference that any party may not develop products, or haveproducts developed for it, or enter into joint ventures, alliances and licensing
agreements, that, without violation of this Agreement, compete with products orsystems which might be developed or manufactured according to the Confidential
Information.
14. This Agreement shall be governed by and construed in accordance with the lawsof the state of California, U.S.A. as applied to contracts entered into by California
residents and executed and performed entirely within California. Each of theparties irrevocably consents to the exclusive personal jurisdiction of the federal
and state courts located in California, as applicable, for any matter arising out ofor relating to this Agreement, except that in actions seeking to enforce any order
or any judgment of such federal or state courts located in California, such
personal jurisdiction shall be non-exclusive. The prevailing party in any disputewith respect to this Agreement shall be entitled to receive its reasonable anddocumented fees and costs, including but not limited to attorneys’ fees.
15. No waiver, alteration, or modification of any of the provisions hereof shall bebinding on the parties unless made in writing and signed by duly authorized
representatives of the parties. Recipient may not assign or delegate any right orobligation under this Agreement without the prior written consent of SD
Association and SD-3C LLC, and any attempted assignment or delegation without
such consent shall be wholly void and totally ineffective for all purposes. Any
permitted assignment or delegation shall be binding upon the parties, theirsuccessors and their permitted assigns.
16. Notwithstanding the foregoing, it is understood by Recipient that this Agreement,
including all rights and obligations hereunder, may be transferred by SD
Association or SD-3C LLC to a licensing entity to be established by and among
SD Association and SD-3C LLC with notice to the Recipient.
17. SD ASSOCIATION AND SD-3C LLC PROVIDE THE CONFIDENTIAL
INFORMATION “AS IS” AND DISCLAIM, FOR THEMSELVES AND ON
BEHALF OF THEIR LICENSORS, ALL WARRANTIES OF ANY KIND,EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITEDTO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY ORPERFORMANCE. RECIPIENT ACKNOWLEDGES THAT THE
CONFIDENTIAL INFORMATION IS EXPERIMENTAL, AND AGREESTHAT THIS DISCLAIMER IS AN ESSENTIAL ELEMENT OF THISAGREEMENT. Recipient acknowledges and agrees that the Confidential

Information may have defects or deficiencies that SD Association or SD-3C LLC
cannot or will not correct, and that neither SD Association nor SD-3C LLC isunder any obligation to release the Confidential Information for generalcommercial availability.
18. SD ASSOCIATION AND SD-3C LLC, AND THEIR LICENSORS, SHALLNOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECTOR SPECIAL DAMAGES OF ANY KIND RELATING TO THISAGREEMENT OR THE CONFIDENTIAL INFORMATION, INCLUDINGBUT NOT LIMITED TO LOST DATA, PROPERTY DAMAGE ORINABILITY TO USE THE CONFIDENTIAL INFORMATION, EVEN IF SD
ASSOCIATION, SD-3C LLC OR THEIR LICENSORS HAVE BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGE. RECIPIENTACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION ISEXPERIMENTAL, AND AGREES THAT THIS DISCLAIMER IS ANESSENTIAL ELEMENT OF THIS AGREEMENT.
19. RECIPIENT ACKNOWLEDGES THAT THE CONFIDENTIALINFORMATION IS EXPERIMENTAL, AND AGREES THAT IN NO EVENT,WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICTLIABILITY OR ANY OTHER THEORY OF LIABILITY, SHALL SDASSOCIATION, SD-3C LLC OR THEIR LICENSORS HAVE ANYMONETARY LIABILITY WITH RESPECT TO THIS AGREEMENT OR THECONFIDENTIAL INFORMATION. THIS LIMITATION SHALL APPLYNOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
20. Any notice required or permitted by this Agreement shall be in writing and shallbe delivered as follows, with notice deemed given as indicated: (a) by personaldelivery, when delivered personally; (b) by overnight courier, upon written
verification of receipt; (c) by telecopy or facsimile transmission, upon
acknowledgment of receipt of electronic transmission; or (d) by certified orregistered mail, return receipt requested, upon verification of receipt. Notice shallbe sent to the addresses set forth above or to such other address as a party may
specify in writing pursuant to this notice provision.
21. If any provision of this Agreement is held by a court of law to be illegal, invalid
or unenforceable, (i) that provision shall be deemed amended to achieve as nearlyas possible the same economic effect as the original provision, and (ii) thelegality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby.
22. A breach of any of the promises or agreements contained herein will result inirreparable and continuing damage to SD Association and/or SD-3C LLC forwhich there will be no adequate remedy at law, and SD Association and SD-3C
LLC shall be entitled to injunctive relief and/or a decree for specific performance,and such other relief as may be proper (including monetary damages ifappropriate).
23. The parties agree that facsimile signature pages of this Agreement shall be validand binding as original signatures and shall be considered an agreement of therespective parties to execute fully and deliver originally signed copies of thisAgreement.
24. This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed hereunder and supersedes all prior or contemporaneous oral
or written agreements concerning such Confidential Information.
IN WITNESS WHEREOF, the parties have, by their authorized
representatives and agents, executed this Agreement as of the Effective Date.
SD CARD ASSOCIATION,
individually and on behalf ofSD-3C LLC_______________________________(“Disclosers”)
By (Sign): _______________________(“Recipient”)
By (Sign): _______________________Name (Print): ____________________Name (Print): ____________________

Title: ___________________________

Title: ___________________________

Date: ____________________________

Date: ___________________________

Exhibit A Confidential Information
1. Specifications owned by SD-3C LLC SD Physical Specification: Part 1 PhysicalLayer Specifications Versions 1.0, 1.01, 1.10
SD Logical Specification: Part 2 File System Specifications Versions 1.0, 1.01
SD Security Specification: Part 3 Security Specifications Versions 1.01
SD Application Format: Part 4 Audio Specifications Versions 1.0, 1.01, 1.10
2. Specifications owned by SD Association
A. Material revisions to the SD Physical Specification:
Part 1 Physical Layer Specifications Version 9.00, Physical 7.10-6.00
Supplementary Notes Version 3.00, eSD Addendum Version 2.10,
Extended Security Addendum 1.00, Low Voltage Interface Version
1.0, Low Voltage Interface Test Guidelines Version 1.0, microSD
Addendum Version 7.10, microSD Ver7.10 Supp Notes Ver 1.00,miniSD Addendum Version 2.01, NFC Interface Addendum Version
1.00, OTP Memory Card Addendum Version 1.00, Standard Size SD
Card Mechanical Addendum Version 8.0, UHS-II Addendum Version
2.0, UHS-II PHY Test Guideline Version 2.00, UHS-II Protocol Test
Guideline Version 1.00, UHS-II Ver 2.00 Supplementary Notes Ver
1.00, Physical 4.20 Test Guideline for Host Version 1.00, Physical7.10 Test Guideline for Card Version 1.10 and Physical 8.00 Test
Guideline for Card Version 1.00
B. Material revisions to the SD Logical Specification:
Part 02 File System Version 7.0, Application Notes Version 1.00,File System 7.00 Test Guideline Ver 1.00
C. Material revisions to the SD Security Specification:

Part 03 Security Version 7.0, Security 7.00-4.00 Supplementary Notes
Ver 2.00
D. Material revisions to the SD Application Format:
Part 4 Audio Specifications Versions, 1.0, 1.01, 1.02, 1.03, 1.04, 1.10
E. SD application specifications:
Part 5: Picture Specification, Version 1.0, 1.02
Part 6: Voice Specification, Version 1.0, 1.01, 1.10
Part 7: pDocument Specification, Version 1.0
Part 8: Video Specification, Version 1.0, 1.01, 1.03, 1.10, 1.20, 1.31
Part 9: PIM Specification, Version 1.0
Part 10: Image Specification, Version 1.0
Part 11: ePublish Specification, Version 1.0, 1.01
Part 12: Sound Specification, Version 1.0
Part 13: Binding Specification Version 1.0, 1.01
Part 14: Map Specification Version 1.0
Part 15: SD-Separate Delivery Version 1.10, 1.20, 1.31
F. Part 4-15 SD Applications Supplementary Notes 3.00
G. Advanced Security SD Extension, Part A-1 Version 3.0
H. SD Host Controller Extension, Part A-2 Version 7.0
I. Advanced Security, Part A-3 Version 1.0
J. Data Protection System, Part A-4 Version 1.01
K. SD Extensions API, Part A-5 Version 1.0, SD Extensions API Ver 1.0
Test Guideline Version 1.0
L. SD I/O Extension, Part E-1 Version 1.0, 4.10, E-2 Version 1.0, E-3
Version 1.0, E-4 Version 1.0, E-5 Version 1.0, E-6 Version 1.0, E-7

Version 1.0, 1.10
M. Guidelines for Host Implementation, Part H2 Version 1.0, 1.01, 2.0
N. Any and all additional Parts or revisions to the specifications that SD
Association and/or SD-3C LLC makes available to Recipient pursuant
to this Agreement.