Contract

MUTUAL NON-DISCLOSURE AGREEMENT

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

[Company Name] ______________________, a [State] _____________ [Entity Type] _____________, having its principal place of business at [Address] _____________________________________________________ ("Company");

and

[Counterparty Name] ______________________, a [State] _____________ [Entity Type] _____________, having its principal place of business at [Address] _____________________________________________________ ("Counterparty").

Company and Counterparty are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company and Counterparty desire to engage in discussions and negotiations concerning a potential business relationship between the Parties (the "Purpose"); and

WHEREAS, in connection with the Purpose, each Party may disclose to the other Party certain confidential technical and business information that the disclosing Party desires the receiving Party to treat as confidential.

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

1. Definitions

1.1 "Confidential Information" means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), that is designated as "Confidential," "Proprietary," or some similar designation, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the following types of information and other information of a similar nature (whether or not reduced to writing):

(a) discoveries, ideas, concepts, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, "know-how," new product or new technology information, product prototype, product development plans, marketing techniques and materials, marketing plans, timetables, strategies and development plans, customer names and other information related to customers, pricing policies and financial information, and other business information;

(b) information that the disclosing Party obtains from a third party and that the disclosing Party treats as proprietary or designates as Confidential Information, whether or not owned or developed by the disclosing Party; and

(c) all copies of the information described in (a) and (b) above.

1.2 Confidential Information shall not include any information that:

(a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party;

(b) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party;

(c) is received from a third party without breach of any obligation owed to the disclosing Party; or

(d) was independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party.

1. Non-Use and Non-Disclosure

2.1 The receiving Party agrees not to use any Confidential Information of the disclosing Party for any purpose except the Purpose. The receiving Party agrees not to disclose any Confidential Information of the disclosing Party to third parties or to employees of the receiving Party, except to those employees who are required to have the information in order to achieve the Purpose. The receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the disclosing Party. Without limiting the foregoing, the receiving Party shall take at least those measures that it takes to protect its own most highly confidential information, and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.

2.2 The receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing Party's Confidential Information and which are provided to the receiving Party hereunder.

2.3 The receiving Party may disclose Confidential Information of the disclosing Party to the extent compelled by law to do so, provided the receiving Party gives the disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure.

1. Ownership of Confidential Information

All Confidential Information (including all copies thereof) shall remain the exclusive property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party's need for it has expired or upon request of the disclosing Party. At the disclosing Party's request, the receiving Party shall promptly provide written certification of such return or destruction.

1. No Obligation

Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Purpose.

1. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION.

1. Term

This Agreement shall commence on the Effective Date and shall expire [Number] _____ year(s) from the Effective Date, provided that a Party's obligations with respect to the other Party's Confidential Information shall survive any expiration or termination of this Agreement.

1. Miscellaneous

7.1 This Agreement shall bind and inure to the benefit of the Parties and their successors and assigns.

7.2 This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name] _____________, without reference to conflict of laws principles. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in [County] _____________ County, [State] _____________, and the Parties hereby consent to the personal jurisdiction and venue of these courts.

7.3 This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein.

7.4 If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties.

7.5 This Agreement may not be amended except by a written agreement signed by authorized representatives of both Parties.

7.6 A failure by one of the Parties to this Agreement to assert its rights hereunder shall not be deemed a waiver of such rights.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

Company: Counterparty:

By: ______________________________ By: ______________________________

Name: ____________________________ Name: ____________________________

Title: ___________________________ Title: ___________________________

Date: ____________________________ Date: ____________________________

EXHIBIT A

Description of Confidential Information to be Disclosed

The Parties anticipate disclosing Confidential Information in the following categories in connection with the Purpose:

The specific items of Confidential Information to be disclosed may include, but are not limited to:

• [Item 1]
• [Item 2]
• [Item 3]

EXHIBIT B

Identification of Representatives Authorized to Receive Confidential Information

The following individuals are authorized to receive Confidential Information on behalf of their respective Parties:

Company Representatives:

1. [Name], [Title]
2. [Name], [Title]
3. [Name], [Title]

Counterparty Representatives:

1. [Name], [Title]
2. [Name], [Title]
3. [Name], [Title]

Each Party may update its list of authorized representatives from time to time by providing written notice to the other Party.