NONDISCLOSURE AGREEMENT This…

                                        NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (the "Agreement") is entered into between Engine Yard, Inc. ("Engine Yard"), a
Delaware corporation, with primary mailing address of 82 South Park Street, San Francisco, CA 94107 and
________________________________________ ("Other Party"), with primary mailing address of:
_______________________________________________ , as of _________________, 2008 (the "Effective Date").

In consideration of the mutual promises and covenants contained in this Agreement and the disclosure of
confidential information to each other, the parties to this Agreement agree as follows:

1.       In order for the parties to discuss business activities and plans, each party may need to disclose confidential
or proprietary information to the other (the "Confidential Information"). "Confidential Information" shall include
the terms and conditions of this Agreement, the existence of the discussions between the parties, and any other
business, financial, technical and other information concerning the business activities and plans of the parties,
including but not limited to, information regarding each party's product and services plans, product and services
costs, product and services pricing, finances, marketing plans, business opportunities, personnel, data, databases,
customer and user lists, research and development activities, know-how and pre-release products and services. All
such Confidential Information shall be subject to the terms of this Agreement whether marked as "Confidential" or
not and whether disclosed orally, electronically, in writing or other media.

2.       Each party shall use a reasonable degree of care to avoid unauthorized disclosure or use of the other party's
Confidential Information as it employs with respect to its own Confidential Information of like importance. Receipt
and disclosure of Confidential Information will be coordinated for the parties by:

For Engine Yard: Riki Crusha                           For Other Party:
                 Engine Yard, Inc.
                 82 South Park Street
                 San Francisco, CA 94107
                 Phone: 800-880-4040                            Phone:
                 Fax: 866-697-4004                              Fax:

3.       Neither party has any obligation with respect to any Confidential Information which (a) was previously
known by such party without obligations of confidentiality; (b) that party independently develops; provided such
independent development can be shown by documentary evidence; (c) is, or subsequently becomes, legally and
publicly available without a breach of this Agreement by either party; or (d) is disclosed to it by a third person who
is not required to maintain its confidentiality. The party claiming any of the above exceptions has the burden of
proving its applicability.

4.       Each party may disclose Confidential Information only to its own officers, directors and employees and to
its consultants and advisors who reasonably need to know. Each party shall be responsible to the other for any
violation of this Agreement by its own officers, directors, employees, consultants or advisors.

5.       Neither party may print or copy, in whole or in part, any documents or other media containing any
Confidential Information without the prior written consent of the other party other than copies for its officers,
directors, employees, consultants or advisors who are working on the matter. Neither party will remove or deface
any notice of copyright, trademark, logo, watermark or other propriety notice of the other party appearing on any
original or copy of the other's Confidential Information.

6.      Neither party may use the other party's Confidential Information for competing with the other party or for
any purpose not in furtherance of the business relationship between them.

7.       Each party's Confidential Information shall remain its own property. Upon the request of the other party,
each party shall return all of the other's Confidential Information, or destroy it and provide the other party with
written certification of such destruction, except for archival and backup copies that are not readily available for use
and business records required by law to be retained.

8.       If either party becomes legally obligated to disclose any of the other party's Confidential Information, the
party subject to the obligation shall notify the other party in writing prior to such disclosure and shall reasonably
cooperate with the other party at the other party's expense in seeking a protective order or other appropriate remedy.

9.       Each party agrees that in the event of a breach or threatened breach by either party, including its officers,
directors, employees, consultants or advisors, of the provisions of this Agreement, the non-breaching party will have
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no adequate remedy in money damages and, accordingly, shall be entitled to seek an injunction against such breach,
in addition to any other legal or equitable remedies available to it.

10.      Each party is disclosing Confidential Information solely on an "AS IS" basis with all faults. In no event
shall the disclosing party be liable for the accuracy or completeness of the Confidential Information. None of the
Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or
inducement by either party to the other with respect to the infringement of trademarks, copyrights, patents, any right
of privacy, or any rights of third person. The disclosing party will not be liable for any damages arising out of the
use of Confidential Information disclosed hereunder.

11.      If any Confidential Information originating in the United States of America is authorized by this Agreement
to be disclosed outside the United States of America, the receiving party agrees to ensure that it or any materials
derived from it are not disclosed or communicated to any individual or entity in any country to which the export of
such information is prohibited by export laws or regulations of the United States of America.

12.       Neither party shall knowingly, directly or indirectly, either alone or with others, canvass, contact, attempt to
call on, solicit, hire, recruit, or take away the clients, customers, employees, service providers, or trade vendors of
the other, relative to the sale, distribution, or promotion of its products and services, or in regard to any other
concern, without the express written permission of the other party.

13.This Agreement is governed by the laws of the State of California without regard to its rules on conflicts of law.
Neither party may assign its rights or obligations under this Agreement. No modifications or waiver of any
provision of this Agreement shall be effective unless in writing and signed by both parties. This Agreement is the
entire agreement between the parties on nondisclosure of confidential information and supersedes all prior
representations and agreements between the parties on that subject. This Agreement may be executed simultaneously
in two (2) or more counterparts, each of which shall be deemed any original, but all of which together shall
constitute one and the same instrument.

14.       This Agreement shall expire one (1) year after the Effective Date. The parties' confidentiality obligations
set forth herein shall survive for a period of three (3) years following the expiration of this Agreement.


IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed by its authorized
representative.

ENGINE YARD

By: _______________________________________________________________
(sign and print name)


OTHER PARTY

By: _______________________________________________________________
(sign and print name)

                                   Please fax back to Engine Yard at (866) 697-4004




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