NON-DISCLOSURE AGREEMENT

Non-Disclosure Agreement      |      Page

Mutual Confidentiality Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into and effective as of ____________________, 20____ (the "Effective Date"), by and between:

Party A ("Disclosing Party / Receiving Party")
Legal Name
Address
Representative

Party B ("Disclosing Party / Receiving Party")
Legal Name
Address
Representative

(each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties wish to explore a potential business relationship (the "Purpose"); and

WHEREAS, in connection with such Purpose, each Party may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definition of Confidential Information.  "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, electronically, or in any other form, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances, including without limitation business plans, financial data, customer and supplier lists, technical data, trade secrets, source code, know-how, and product roadmaps.

2. Obligations of the Receiving Party.  The Receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) use it solely for the Purpose; (c) limit disclosure to its directors, officers, employees, affiliates, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (d) protect such information with the same degree of care it uses for its own confidential information, but in no event less than a reasonable degree of care.

3. Exclusions.  Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

4. Compelled Disclosure.  If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permitted, promptly notify the Disclosing Party in writing and cooperate, at the Disclosing Party's expense, in any reasonable effort to obtain a protective order or other appropriate remedy.

5. Term.  This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for an additional period of three (3) years, or indefinitely with respect to trade secrets for so long as they remain trade secrets under applicable law.

6. Return or Destruction of Materials.  Upon written request of the Disclosing Party or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies, notes, or derivative materials, and, if requested, certify such return or destruction in writing.

7. No License; No Warranty.  No license or other rights to any intellectual property are granted, expressly or by implication, under this Agreement. All Confidential Information is provided "AS IS" without any warranty of any kind, express or implied.

8. Remedies.  The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

9. Governing Law and Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of __________________, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in __________________.

10. Miscellaneous.  This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether oral or written. It may be amended only by a written instrument signed by both Parties. If any provision is held to be unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PARTY A Company: By: Name: Title: Date:	PARTY B Company: By: Name: Title: Date: