Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is entered into as of [DATE] (the "Effective Date"), by and between:

[PARTY A NAME], a [ENTITY TYPE] organized under the laws of the State of [STATE], with its principal place of business at [ADDRESS] ("[TO BE COMPLETED]"); and

[PARTY B NAME], a [ENTITY TYPE] organized under the laws of the State of [STATE], with its principal place of business at [ADDRESS] ("[TO BE COMPLETED]").

RECITALS

WHEREAS, the Parties wish to explore a potential business relationship concerning [TO BE COMPLETED] (the "Purpose"); and

WHEREAS, in connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information; and

WHEREAS, the Parties desire to set forth the terms under which such confidential information will be disclosed and protected.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1

Confidential Information

1.1 Definition. "Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to:

(a) Trade secrets, inventions, ideas, processes, formulas, algorithms, software, source code, data, know-how, and technical information;

(b) Business plans, strategies, forecasts, projections, analyses, and financial information;

(c) Customer lists, vendor lists, pricing information, marketing plans, and sales data;

(d) Product designs, specifications, prototypes, and development plans;

(e) Employee information, organizational structure, and personnel data;

(f) Any information that the Disclosing Party designates as "confidential," "proprietary," or with a similar legend; and

(g) Any information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential.

1.2 Oral Disclosures. Confidential Information disclosed orally shall be considered Confidential Information if: (a) it is identified as confidential at the time of disclosure; or (b) it is summarized in writing and marked as confidential within [TO BE COMPLETED] days of disclosure.

SECTION 2

Exclusions

2.1 Exclusions. Confidential Information shall not include information that the Receiving Party can demonstrate by competent evidence:

(a) Was publicly known and generally available in the public domain prior to the time of disclosure by the Disclosing Party;

(b) Becomes publicly known and generally available after disclosure by the Disclosing Party through no action or inaction of the Receiving Party;

(c) Was already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party's files and records;

(d) Is obtained by the Receiving Party from a third party without breach of any obligation of confidentiality owed to the Disclosing Party; or

(e) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by documents and other competent evidence.

SECTION 3

Confidentiality Obligations

3.1 Protection of Confidential Information. The Receiving Party shall:

(a) Hold the Confidential Information in strict confidence and protect it with at least the same degree of care that the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;

(b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted herein;

(c) Use the Confidential Information solely for the Purpose and not for any other purpose whatsoever;

(d) Limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and contractors ("Representatives") who: (i) have a need to know such information for the Purpose; and (ii) are bound by confidentiality obligations no less restrictive than those contained herein;

(e) Be responsible for any breach of this Agreement by its Representatives; and

(f) Promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, or loss of Confidential Information of which the Receiving Party becomes aware.

3.2 No License. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information, or to any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party.

3.3 No Obligation. Nothing in this Agreement shall obligate either Party to enter into any further agreement, to proceed with any proposed transaction, or to disclose any particular Confidential Information.

SECTION 4

Permitted Disclosures

4.1 Legal Requirements. If the Receiving Party is required by law, regulation, legal process, or governmental authority to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted:

(a) Provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, so that the Disclosing Party may seek a protective order or other appropriate remedy;

(b) Cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and

(c) Disclose only that portion of the Confidential Information that is legally required to be disclosed and use reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

4.2 Professional Advisors. The Receiving Party may disclose Confidential Information to its attorneys, accountants, and other professional advisors who need to know such information in connection with providing advice related to the Purpose, provided that such advisors are bound by professional duties of confidentiality.