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CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the "Agreement") effective as of August 1, 2003 is entered into by and between Rod Welch, an individual, ("Disclosing Party") and Jerry J. Nord, an individual ("Recipient"). The purpose of the Agreement is solely to allow Recipient to evaluate business opportunity and places no duty on either party for any performance, except as mutually elected, and except that Recipient shall maintain confidentiality of Disclosing Parties intellectual property, as defined in Appendix A, and shall be liable for damages to Disclosing Party in the event that confidentiality is breached.
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Recipient is employed as an Application Software Support manager for a company, CSG, in Omaha, Nebraska. CSG develops and markets software products and provides billing and provisioning services to Cable and Telephony customers.
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Disclosing Party developed and owns the Schedule Diary System (SDS) software program, and methods of deployment and use that comprise the science of Communication Metrics (SDS and Communication Metrics are the "Technology" as defined in Appendix A), which contains patentable, proprietary and confidential material of Disclosing Party and trade secrets of Disclosing Party.
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Disclosing Party desires to have Recipient evaluate forming a business with Disclosing Party to market the Technology and maintain the confidentiality of the patentable, proprietary and confidential material of Disclosing Party and trade secrets of Disclosing Party contained in the Technology which must be disclosed and transferred to the Recipient in connection with evaluating business opportunity.
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Recipient desires to evaluate forming a business with Disclosing Party to market the Technology. Accomplishing this purpose requires technology transfer to Recipient by learning and gaining experience using the technology with support by Disclosing Party for a period of approximately six (6) months. Recipient has agreed to maintain the confidentiality of the patentable, proprietary and confidential material of Disclosing Party and trade secrets of Disclosing Party pursuant to the terms and conditions of this Agreement.
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NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, and as a condition of such proprietary and/or confidential information and/or trade secrets being disclosed, Disclosing Party and the Recipient agree as follows:
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ARTICLE ONE.

1. Confidential Information.
   
   "Confidential Information" means any information relating to, referring to, incorporated or contained in the Technology, including, but not limited to, trade secrets of the Technology, as set out in Appendix A, any information relating to the Technology, promotional plans for the Technology, business relationships of the Disclosing Party, equipment involved in the production of the Technology, provision of services related to the Technology, or any other information of Disclosing Party that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use. Confidential Information does not include any information that: (a) was already legally known to Recipient prior to the time that it is disclosed to the Recipient by Disclosing Party after execution of this Agreement; (b) is in or has entered the public domain through no breach of this Agreement or other wrongful act of the Recipient; (c) has been rightfully received from a third party not under an obligation of confidentiality in connection with the Confidential Information or without a breach of this Agreement; (d) has been approved for release by the prior written authorization of Disclosing Party; or (e) is required to be produced in compliance with applicable law or a court order, as evidenced by the written opinion of legal counsel, provided that Disclosing Party is given reasonable notice of such law or order and an opportunity to attempt to seek a protective order or otherwise preclude or limit such production. Recipient may demonstrate, write about and discuss the Technology with others for purposes of performing this Agreement, provided there is attribution of ownership to the Disclosing Party and provided further that there is prior approval of Disclosing Party.
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2. Purpose of Disclosing Confidential Information.
   
   It is understood and agreed to by Disclosing Party and the Recipient that any exchange of Confidential Information under this Agreement shall be solely for the purpose of evaluating the opportunity to form a business with Disclosing Party. The parties further agree that such evaluation requires using the Technology on Recipient's personal notebook computer and on desktop computers at both Recipient's home and place of business to perform routine management and engineering work, which will result in costs and benefits to Recipient and to CSG. The parties mutually agree that costs and benefits will be offsetting; no entitlement to payments of any kind will be owed nor required by either party, including CSG, except as provided in Section 5 Remedies. Recipient may further use the Technology for non-business tasks to "manage" all daily activity as a comprehensive and integrated schedule and diary in order to make a full, good faith evaluation of usefulness and commercial potential for augmenting human intelligence and memory.
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   ARTICLE TWO.
   
   
3. Use and Disclosure of Confidential Information.
   
   Recipient hereby agrees that it shall use the Confidential Information set forth in Section 1 solely for the purpose set forth in Section 2, above, and that it will cause its officers, directors, employees and agents to do the same. Recipient shall disclose the Confidential Information only to those officers, directors, employees and agents of Recipient that have a need to know the Confidential Information and are bound by a similar obligation of confidence to the Recipient. Except as expressly allowed herein, Recipient shall not reproduce any of the Confidential Information and shall not disclose all or any part of the Confidential Information in any form to any third party, except as required for the purpose set forth in Section 2.
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4. Termination and 6 Month Evaluation Period
   
   The parties agree that technology transfer occurs primarily through use of the Technology and secondarily through study of writings by Disclosing Party listed in Appendix A. The parties desire to provide sufficient time for Recipient to learn the Technology (including trade secrets) by acquiring experience using the Technology, as set out in section 3, in order to evaluate potential for realizing benefits of financial gain and saving time through greater efficiencies applying Technology trade secrets set out in Appendix A, and further to evaluate potential for commercial sales by attracting customers to such benefits. The parties agree that six (6) months is a sufficient time for this evaluation. The parties set the date of February 28, 2004 for this agreement to terminate, if not terminated nor extended prior to that date. Either party can terminate this agreement at any time by written or electronic notification prior to the termination date of February 28, 2004. Upon termination by either party, or when terminated automatically by default on February 28, 2004, Recipient shall remove the SDS software program from all computers and other media, shall return the CD with the SDS program to the Disclosing Party, and shall continue to abide by the terms of this confidentiality agreement for a period of fifteen (15) years from the date of termination, as extended.
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5. Remedies 5% Royalties on Commercial Gain
   
   Unauthorized use or disclosure by the Recipient of Confidential Information will diminish the value to Disclosing Party of the Confidential Information and damage relationships Disclosing Party has or is developing with potential investors in the Technology. It is further understood and agreed that the current valuation of the Technology based solely on development costs to date is $5,000,000, and that the potential commercial value of the technology is much larger. In the event of commercial gain by Recipient resulting from trade secrets of the Technology set out in Appendix A, then for a period of 15 years from the date of Termination of this Agreement, the Disclosing Party shall be entitled to just compensation, including royalties of 5% on gross sales. The parties further understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to equitable relief to protect its interest herein, including but not limited to injunctive relief and specific performance, as well as monetary damages.
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6. Severability.
   
   If any provision of this Agreement is declared illegal or invalid, such provision will be deemed severed, with the remaining provisions of this Agreement being deemed to remain in full force and effect.
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7. Governing Law.
   
   This Agreement shall be governed by and construed in accordance with the laws of the State of California, except to the extent preempted by the laws of the United States, without reference to the conflict of laws provisions of California law. Any action or proceeding arising out of or related to this Agreement or its termination shall be brought in a court located within the City and County of San Francisco, State of California, and that each of the parties hereby agree to be subject to service or process in California, and to submit to the jurisdiction and venue of such court.
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8. Entire Agreement.
   
   This Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties and supersedes any previous agreements pertaining to the subject matter hereof.
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9. Counterparts.
   
   This Agreement may be executed (by original or telecopied signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.
   
   

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IN WITNESS WHEREOF, the undersigned have executed this Confidentiality and Nondisclosure Agreement as of the date first set forth above.
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DISCLOSING PARTY:
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Rod Welch, Individual


_______________________________
By: Rod Welch
Title: Individual


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RECIPIENT:
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Jerry J. Nord, Individual


_______________________________
By: Jerry J. Nord
Title: Individual

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Appendix A - Technology Description
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The Schedule Diary System (SDS) is a software program developed by Rod Welch (Welch) beginning in 1983 and continues to the present. The history of SDS development is generally explained in an SDS record dated July 23, 2000.
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SDS extends basic literacy to apply the alphabet in a more powerful way to augment human memory and intelligence by managing chronology and context. In recent years, since approximately 1995, popular terminology for summarizing goals accomplished by SDS are terms like....

Knowledge Management
Virtual Office
Paperless Office
Context Management
Organizational Memory
Knowledge Repository
Business Intelligence
Enterprise Management ..
Regardless of what any future research may yield, for the purpose of this Agreement, and as a condition precedent to receiving SDS software, the parties agree that SDS provides a unique and essential solution for all of foregoing popular efforts to apply technology, in that no other organization, nor individual, regardless of claims on these matters, has demonstrated consistent daily work product that shows ability to perform in the manner that SDS does, as explained herein.
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SDS provides unique and novel technology support for a continuous process commonly called "intelligence" that integrates time and information management. Time is managed by a Schedule. Information is managed by a Diary. Combining schedule and diary reflects the program name: Schedule Diary System (SDS).
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Combining time with information management yields a new kind of resource that leads to a new way of working by capturing a continuous chronology showing cause and effect of daily events that is organized according to context, and therefore has the effect of expanding span of attention in a way that cannot be accomplished by other methods and technologies. SDS uses a flexible organic structure to index the daily diary record for managing the complexity of context. For purposes of this agreement the work product of SDS is called "knowledge" and the SDS "plan, perform, report" process, or recipe, that integrates time and information is called the SDS "intelligence" process. SDS records provide a unique flexible structure to externalize human mental metrics for processing information from daily activity received through sensory perception, most commonly by seeing and hearing, that yields a continuous history of life experience supported by a system of memory connected to the context of human needs.
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SDS "records" are the LINK between "Schedule" and "Diary" that implements the management cycle (plan, perform, report) to create a flow of knowledge, so that current tasks are informed by prior experience, which emulates the mental faculty of integrating time and information.
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The parties agree that Recipient has made a thorough investigation investing such time and resources as deemed necessary, and has determined that no other technology nor capability of any kind is available from a third party nor is discussed in the literature as a unified theory of knowledge for augmenting human intelligence in the manner that SDS supports, and as explained in this Agreement. The parties further agree that SDS Technology is a fundamental advance from information technology driven by the subsidiary technology of "documents," commonly rendered in books, articles, letters and reports, that are produced using practices of literacy for applying the alphabet. SDS enables advance to a culture of knowledge based on SDS that expands traditional alphabet practices to replace the convention of "documents" with a new paradigm of "Knowledge Space".
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Based on the foregoing general explanation, the parties agree that for purposes of this Agreement the following trade secrets are the sole property of Rod Welch as the developer of SDS Technology....

1. Welch publications on the Internet explain theory and functions that make SDS unique, and also explain practices using SDS that comprise a new way of working, forming the management science of Communication Metrics. Welch retains all rights to intellectual property in these publications.
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2. SDS integrates time and information to produce knowledge, explained in POIMS, and other Welch publications listed under section 1.
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   SDS support for producing "knowledge" (as defined herein) is a fundamental advance on technology for producing information, commonly called Information Technology or more simply IT. Popular forms of information technology are conversations, discussions, meetings, calls, email, documents, books, magazines, wordprocessing, Powerpoint presentations and other video tools like television, movies, radio, video-conferencing.
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   The alphabet is an explosive technology that drives human progress beginning in approximately 700 BC, reported on November 8, 1999. Alphabet technology augments human intelligence using a convention of documents to create, craft, convey and preserve for continual learning an external rendering of internal human thinking commonly called "information." Common rules of literacy format information for common use that is derived individually in the mind using cognitive processes for sensory perception, mostly from sight and sound by seeing, hearing and experiencing daily life, explained in POIMS. This historical information technology has been the foundation of civilization, i.e., education, business, government and science, for approximately 2,000 years.
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   Modern technology using wordprocessing and spreadsheets has greatly increased the speed and improved the appearance of information in documents, but have not advanced the underlying technology of the alphabet for making connections that convert data into information, shown by industry experts meeting at a world conference on Information Technology held in Paris, France, and reported on February 22, 1997. As a result, mental cognitive processes that interpret the meaning of information to construct knowledge are overwhelmed by information overload, commonly recognized as limited span of attention. and reported by a CBS News broadcast on 60 Minutes, reported on April 12, 1998.
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   SDS advances the tradition of documents produced with common rules of literacy. An expanded set of rules provides a powerful new flexible structure for rendering a continual information stream of chronology, explained on May 23, 1989. This new structure and SDS functionality enables people to routinely create, craft, convey and preserve connections of cause and effect based on the evolving context of human needs. This new construct advances the paradigm of documents by extending the historical role of information to provide a new kind of technology that produces knowledge, as explained in para 6, below. Since "knowledge" is a stronger cognitive resource than information, SDS technology fundamentally lifts the foundation of civilization, i.e., education, business, government and science, by augmenting human intelligence beyond the capacity of ordinary alphabet technology.
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   The SDS recipe uses a schedule for time management to plan the future, and a diary report for information management to understand the past, i.e., history and experience. These common systems of schedule and diary are integrated with a unique design for performing work in the present, so that planning, performing and reporting yields an intelligence process, explained in POIMS. Integrating the structure of time, which is commonly rendered by spreadsheet technology, with information which is commonly rendered by wordprocessing technology yields a spreadsheet for knowledge. SDS tools for a continual, dynamic "intelligence" process enable people to routinely convert information into a web of knowledge that connects the dots of cause and effect to strengthen common business practices for command and control of daily work, see POIMS.
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   Dynamic linking enables people to quickly and routinely make and preserve connections of cause and effect in Knowledge Space for accurate understanding through continual alignment, explained on April 3, 2000. SDS dynamic linking expands common legal practices using citations in a fixed record, to instead verify accuracy and provide context for understanding causation from chronology, correlations, implications and nuance of a complex and dynamic record.
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   SDS provides a consistent method of storage and retrieval where everything is in the right place at the right time because time, subjects and a system of References for people and documents are integrated to augment the organizing mechanisms of human intelligence, reported on July 9, 2000.
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   SDS uniquely enables a new way of working "intelligently" that defines a management science of Communication Metrics, explained on February 4, 1995. The new work role complements historical objectives and training in communication to shape a convincing message, by using SDS for accurate understanding and timely follow up, commonly called "listening." The common, historical practices of keeping a diary and keeping a schedule and keeping business records, letters and reports are synthesized by SDS into a practical method of thinking through writing, also explained in POIMS, that expands the common practice of analysis. SDS technology leverages human mental strength similar to the way an automobile leverages physical strength, so that more deliberation can be accomplished to produce more accurate analysis in less time, leading to the notion of deliberative analysis, also explained in POIMS.
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   The synergy of SDS integrated processes expands the inherent limits of mental biology on span of attention so that people can routinely convert information into useful knowledge using deliberative analysis that adds intelligence, explained in POIMS, to organize, analyse, align, summarize and generate timely feedback that continually refines the accuracy of understanding from connecting the dots of cause and effect. Implementing eight (8) steps for Communication Metrics listed in the record on December 19, 2000, enables continual learning that makes the rapidly expanding burden of more information from discussion, observation, meetings, calls, and documents produced by email, wordprocessing and spreadsheets an expanding asset of intellectual capital for personal and organizational memory of human experience, as explained in POIMS, rather than a liability of continual bumbling, causing loss, conflict, crisis and calamity because information overwhelms span of attention due to limited time, as explained in POIMS.
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3. Control Fields segment SDS records to identify context based on organic subject structure that manages information according to objectives and functions. This emulates human intelligence that segments information into chunks of memory that have multiple subjects and functions for tracking the full complexity of existence over a lifetime, as set out in Professor George Miller's seminal work on cognitive science, reviewed in the record on March 3, 1999.
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   For example, a paragraph in SDS of 20 or 100 words can have one subject, 20 subjects, a hundred subjects that offer multiple views for understanding the circumstances, correlations, implications and nuance that impact objectives, requirements and commitments. Similarly, multiple paragraphs can be segmented according to context in any convenient manner, i.e., make sentence a segment; make every paragraph a segment, make several paragraphs a segment, or make all paragraphs a single segment, depending on the amount of time available for analysis and the value at risk that sets priority for allocating time to ensure accurate understanding and timely follow up. Since the complexity of existence is vastly greater than the amount of time people have in a lifetime, the opportunity for improvement that looks like hopeless "overkill" using information technology, is essentially limitless using SDS.
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   The SDS design permits assembling chronologies of information according to context with a rich pallet of multiple views, and without commingling unrelated information. It also permits instant access to the original context, all with the touch of a key. Any particular SDS memory segment can appear in a variety of contexts, because the same information has different meaning for different circumstances, i.e., context.
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4. Accounting, Cost Control Integrated with Work History
   
   Control Fields also track time expended on subjects and functions, a field for identifying individuals who expended the time, and another field for who is chargeable for the time and cost expended by the work set out in the record.
   
   
5. Contacts integrated with subjects, accounting, history
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   SDS records have a flexible structure for identifying Contacts that shows names, titles, organizations, phone numbers of individuals discussed in the record, e.g., someone who is called, or attends a meeting, send them a letter, appears in the Contacts.
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   There is no limit to the number of contacts that can appear in the record.
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   Contact records store generally permanent information about people and organizations, including account numbers, family members and other relationships, etc.
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   Contacts information is used to automatically generate letterheads in correspondence and in publishing SDS records, and for addressing correspondence, including a salutation and closing signature block, and for posting a document log, and for posting SDS records with a contact format showing name, organization, title, department, phone numbers, email address, etc.
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   Contacts provide a searchable control for assembling SDS records.
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6. Knowledge Space Augments Alphabet Technology
   
   SDS provides a new environment of Knowledge Space to connect history with current events and subsequent events, plus a range of control criteria for continual learning and context management, as explained in POIMS. The rigor of dimensional space is applied with technology that combines relational and hierarchical data base methods, reported on August 10, 1991 This combination forms a spreadsheet for knowledge to manage the complexity of daily information, explained on June 20, 1996 and in POIMS. Information from traditional documents is connected with related analysis, and communication into chronologies of cause and effect that are organized according to context, as explained in POIMS.
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   Knowledge Space is formed using a unique flexible structure that makes finding everything fast and easy because information is in the right place for people and organizations based on context managed by SDS Control Fields explained in Section 3. Traditional documents include formal correspondence logs to manage legal notices issued and received, including email, books and magazine articles in the public domain, and memos, spreadsheets and all other forms of information prepared within an organization.
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   Integration of "thinking" to organize, analyse, align, summarize and get feedback, with management systems for people, organizations, subjects and documents, enables transformation from traditional reliance on documents to Knowledge Space.
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   SDS Knowledge Space leverages natural human intelligence by strengthening the ability to accurately align disparate events, to maintain alignment, and to retrieve alignment quickly and accurately over long time spans. Better accuracy necessarily reduces mistakes that occur in natural cognition from erroneously constructing impressions based on assembling only the "gist" of complex chronologies showing cause and effect. as set out on October 10, 1999. In SDS connections remain stable until expressly changed.
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   Since alphabet technology is the core capability that empowers civilization, the SDS advance that improves the alphabet necessarily enhances all forms of knowledge work by an order of magnitude, similar to Gutenberg's work cited on October 10, 1999 for advancing civilization over the past millennium.
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7. Knowledge Space Fast, Easy to Maintain on Internet
   
   Documents issued and received, including email, can be converted into HTML for display on the Internet, and links into the SDS record are added for context.
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   SDS records are similarly converted for publication on the Internet and/or a secure intranet with a click of a common mouse. Porting SDS records and other documents to the Internet provides a connected environment of Knowledge Space.
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   Links are verified for uniqueness, to avoid misdirection.
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8. Organic Subject Structures Organize Information Contextually
   
   SDS has a unique subject indexing system to support Knowledge Space by creating flexible organic structures according to objectives and functions, similar to human thinking that organizes information according to human needs, as explained in POIMS.
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   SDS tools facilitate creating organic subject structures, which some authorities call "ontology," and assigning subjects to SDS records using Control Fields, discussed under Section 3. This emulates human intelligence that recodes information for fast retrieval, explained on March 2, 1999.
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9. SDS records use "intelligence" through the magic of Links
   
   Links are created by double clicking to identify where a link is needed, and then double clicking again to create the link at the location initially marked.
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   Clicking on a link, opens the link.
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   Clicking on a document listed in References opens the document.
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   Clicking on an SDS record listed in References opens the record.
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   Clicking on a subject in a Control Field opens a Subject Management Index to the subject clicked in the SDS record, for selection of related subjects.
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   Clicking between levels of a subject in a control field opens the Subject Index at the level clicked showing a broader context in the organic structure of knowledge.
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   Clicking on a Subject description in an Index enters the subject in a Control Field.
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   Clicking on a Subject account locates where in the record the subject account is entered, or returns a message saying the subject is not entered.
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   Clicking in front of the subject opens a program to call a report on the subject.
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   Clicking on the subject in the report program opens the Index at the level of the subject in the report program so that a different but related subject can be selected for a report.
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   Clicking between levels in a subject specification in a report program opens the organic structure Index at the level clicked showing a broader context, similar to the process for Control Fields
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   Clicking on Functions instead of Subjects complements or supplements options for Subjects.
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   Clicking on the action item section of the Control Field locates the associated subject if it is listed elsewhere in the record, and permits further searches to find all occasions where a subject is used in other Control Fields in the same record.
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   Clicking on a document listed in the record, opens the document. Clicking on the subject description of the document opens the Subject Index for the subject assigned to the document.
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   Clicking on the document type locates where a document is cited in the record, and permits further searches to find all occasions where a document is cited.
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   Clicking on a link anchor finds where a link to the anchor is located in the record, and permits further searches to find all links to the target anchor.
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   Clicking on a Contact in an SDS record opens the contact record.
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   Clicking on a document listed in a document log opens the document if the click is to the right of the date field.
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   Clicking on a document listed in a document log opens the SDS record showing the history when the document was created, if the click is within the date field.
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10. Delivers Anytime, Anywhere Intelligence on the Internet
    
    SDS can transfer records and documents to the Internet that comprises a unique form of business "intelligence" that is available anytime, anywhere in the world.
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    The process of assembling the record, transferring and maintaining an environment useful for enterprise management is unique to SDS.
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    SDS records on the web are the only example of the meaning of Knowledge Management, and thereon render Knowledge Management a secret of SDS.
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    An example is the record on 000425 reviewing research showing that accomplishing popular goals for Knowledge Management is a secret of SDS.
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11. SDS Converts Daily History into Useful Intelligence
    
    Reports with multiple views can be drawn from the SDS record for decision support on the following criteria....
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    1. Subjects
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    2. Functions
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    3. Subjects and Functions
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    4. Contacts
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    5. Subjects and Contacts
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    6. Documents
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    7. Action Items
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    Reports can be for an individual, several individuals, a group, a department or an entire organization.
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    Reports can be in summary or detail format.
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    Reports always place information in a context of prior and subsequent events showing cause and effect, including external sources like books, articles, broadcasts, etc.