January 18, 2005
AirRover Wi-Fi Corp.
5555 Hilton Avenue, Suite 207
Baton Rouge, Louisiana 70808
Re: Confidentiality
Agreement
Gentlemen:
In
connection with the execution of an agreement and plan of
reorganization (the “Agreement”) among the undersigned,
Air-Q Corp. and AirRover Wi-Fi Corp. (Air-Q Corp. and AirRover
Wi-Fi Corp. together with affiliates, the “Company”),
the Company will furnish to the undersigned certain information
concerning its business, financial position, operations, business
contacts, assets and liabilities, as well as certain know-how
useful in the Wi-Fi industry and in the gaming industry. As a
condition to such information’s being furnished to the
undersigned and as a condition to the undersigned’s entering
into the Agreement with the Company, the undersigned agrees to
treat any information concerning the Company (whether prepared by
the Company, its advisors, or otherwise, and irrespective of the
form of communication) which is furnished to the undersigned now or
in the future by or on behalf of the Company (together with the
material described below, herein collectively referred to as the
“Confidential Material”) in accordance with the
provisions of this letter agreement, and to take or abstain from
taking certain other actions hereinafter set forth.
The
undersigned understands that the term “Confidential
Material” also includes all notes, analysis, compilations,
studies, interpretations or other documents prepared by the Company
or its representatives which contain, reflect or are based upon, in
whole or in part, the information furnished to the undersigned. The
term “Confidential Material” does not include
information which (A) is or becomes generally available to the
public other than as a result of a disclosure by the undersigned,
or (B) was lawfully within the undersigned’s possession prior
to its being furnished to the undersigned by or on behalf of the
Company, provided that the source of such information was not known
by the undersigned to be bound by a confidentiality agreement with,
or other contractual, legal or fiduciary obligation of
confidentiality to, the Company or any other party with respect to
such information, or (C) is disclosed to the undersigned by a third
party, provided that such third party was not known by the
undersigned to be bound by a confidentiality agreement with, or
other contractual, legal or fiduciary obligation of confidentiality
to, the Company or any other party with respect to such
information.
The
undersigned hereby agrees that he will use the Confidential
Material solely in connection with the undersigned’s
performance of his duties under his consulting agreement (the
“Consultin
