Contractor Uses in Nondisclosure and Nonuse Obligations Clause

Nondisclosure and Nonuse Obligations from Consultant Agreement

This Agreement is made and entered into as of June 16, 2009 (Effective Date) by and between Northstar Neuroscience, Inc., a Washington corporation, having its principal place of business at 2401 Fourth Avenue, Suite 300, Seattle, Washington 98121 (Northstar) and John S. Bowers Jr. (Contractor).

Nondisclosure and Nonuse Obligations. Except as permitted in this paragraph, Contractor shall neither use nor disclose the Confidential Information. Contractor may use the Confidential Information solely to perform its duties under this Agreement for the benefit of Northstar. Contractor agrees that Contractor shall treat all Confidential Information of Northstar with the same degree of care as Contractor accords to Contractors own Confidential Information, but in no case less than reasonable care. If Contractor is not an individual, Contractor agrees that Contractor shall disclose Confidential Information only to those of Contractors employees who need to know such information, and Contractor certifies that such employees have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Contractor under this Agreement. Contractor agrees not to communicate any information to Northstar in violation of the proprietary rights of any third party. Contractor will immediately give notice to Northstar of any unauthorized use or disclosure of the Confidential Information. Contractor agrees to assist Northstar in remedying any such unauthorized use or disclosure of the Confidential Information.

Nondisclosure and Nonuse Obligations from Consultant Agreement

This Agreement is made and entered into as of February 9, 2009 (Effective Date) by and between Northstar Neuroscience, Inc., a Washington corporation, having its principal place of business at 2401 Fourth Avenue, Suite 300, Seattle, Washington 98121 (Northstar) and Raymond N. Calvert (Contractor).

Nondisclosure and Nonuse Obligations. Except as permitted in this paragraph, Contractor shall neither use nor disclose the Confidential Information. Contractor may use the Confidential Information solely to perform its duties under this Agreement for the benefit of Northstar. Contractor agrees that Contractor shall treat all Confidential Information of Northstar with the same degree of care as Contractor accords to Contractors own Confidential Information, but in no case less than reasonable care. If Contractor is not an individual, Contractor agrees that Contractor shall disclose Confidential Information only to those of Contractors employees who need to know such information, and Contractor certifies that such employees have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Contractor under this Agreement. Contractor agrees not to communicate any information to Northstar in violation of the proprietary rights of any third party. Contractor will immediately give notice to Northstar of any unauthorized use or disclosure of the Confidential Information. Contractor agrees to assist Northstar in remedying any such unauthorized use or disclosure of the Confidential Information.

Nondisclosure and Nonuse Obligations from Consultant Agreement

This Agreement is made and entered into as of July 2, 2007 (Effective Date) by and between Northstar Neuroscience, Inc., a Washington corporation, having its principal place of business at 2401 Fourth Avenue, Suite 300, Seattle, Washington 98121 (Northstar) and Alan Levy, Ph.D. (Contractor).

Nondisclosure and Nonuse Obligations. Except as permitted in this paragraph, Contractor shall neither use nor disclose the Confidential Information. Contractor may use the Confidential Information solely to perform its duties under this Agreement for the benefit of Northstar. Contractor agrees that Contractor shall treat all Confidential Information of Northstar with the same degree of care as Contractor accords to Contractors own Confidential Information, but in no case less than reasonable care. If Contractor is not an individual, Contractor agrees that Contractor shall disclose Confidential Information only to those of Contractors employees who need to know such information, and Contractor certifies that such employees have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Contractor under this Agreement. Contractor agrees not to communicate any information to Northstar in violation of the proprietary rights of any third party. Contractor will immediately give notice to Northstar of any unauthorized use or disclosure of the Confidential Information. Contractor agrees to assist Northstar in remedying any such unauthorized use or disclosure of the Confidential Information.