MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into as of the last date signed below (the Effective Date) by and between ___________________, a ___________ corporation having its principal place of business at _______________ ( !y"ompany ) and __________________________# a ___________ corporation whose principal mailing address is _______________________ (the $econd %arty )& '(E)EA$ !y"ompany and the $econd %arty (the %arties) have an interest in participating in discussions wherein either %arty might share information with the other that the disclosing %arty considers to be proprietary and confidential to itself ("onfidential *nformation)+ and '(E)EA$ the %arties agree that "onfidential *nformation of a %arty might include# but not be limited to that %arty,s- (.) business plans# methods# and practices+ (/) personnel# customers# and suppliers+ (0) inventions# processes# methods# products# patent applications# and other proprietary rights+ or (1) specifications# drawings# s2etches# models# samples# tools# computer programs# technical information# or other related information+ 34'# T(E)E54)E# the %arties agree as follows.& Either %arty may disclose "onfidential *nformation to the other %arty in confidence provided that the disclosing %arty identifies such information as proprietary and confidential either by mar2ing it# in the case of written materials# or# in the case of information that is disclosed orally or written materials that are not mar2ed# by notifying the other %arty of the proprietary and confidential nature of the information# such notification to be done orally# by e6mail or written correspondence# or via other means of communication as might be appropriate& /& 'hen informed of the proprietary and confidential nature of "onfidential *nformation that has been disclosed by the other %arty# the receiving %arty ()ecipient) shall# for a period of three (0) years from the date of disclosure# refrain from disclosing such "onfidential *nformation to any contractor or other third party without prior# written approval from the disclosing %arty and shall protect such "onfidential *nformation from inadvertent disclosure to a third party using the same care and diligence that the )ecipient uses to protect its own proprietary and confidential information# but in no case less than reasonable care& The )ecipient shall ensure that each of its employees# officers# directors# or agents who has access to "onfidential *nformation disclosed under this Agreement is informed of its proprietary and confidential nature and is re7uired to abide by the terms of this Agreement& The )ecipient of "onfidential *nformation disclosed under this Agreement shall promptly notify the disclosing %arty of any disclosure of such "onfidential *nformation in violation of this Agreement or of any subpoena or other legal process re7uiring production or disclosure of said "onfidential *nformation& 0& All "onfidential *nformation disclosed under this Agreement shall be and remain the property of the disclosing %arty and nothing contained in this Agreement shall be construed as granting or conferring any rights to such "onfidential *nformation on the other %arty& The )ecipient shall honor any re7uest from the disclosing %arty to promptly return or destroy all copies of "onfidential *nformation disclosed under this Agreement and all notes related to such "onfidential *nformation& The %arties agree that the disclosing %arty will suffer irreparable in8ury if its "onfidential *nformation is made public# released to a third party# or otherwise disclosed in breach of this Agreement and that the disclosing %arty shall be entitled to obtain in8unctive relief against a threatened breach or continuation of any such breach and# in the event of such breach# an award of actual and e9emplary damages from any court of competent 8urisdiction& 1& The terms of this Agreement shall not be construed to limit either %arty,s right to develop independently or ac7uire products without use of the other %arty,s "onfidential *nformation& The disclosing party ac2nowledges that the )ecipient may currently or in the future be developing information internally# or receiving information from other parties# that is similar to the "onfidential *nformation& 3othing in this Agreement will prohibit the )ecipient from developing or having developed for it products# concepts# systems or techni7ues that are similar to or compete with the products# concepts# systems or techni7ues contemplated by or embodied in the "onfidential *nformation

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3on6Disclosure Agreement provided that the )ecipient does not violate any of its obligations under this Agreement in connection with such development& ;& 3otwithstanding the above# the %arties agree that information shall not be deemed "onfidential *nformation and the )ecipient shall have no obligation to hold in confidence such information# where such information(a) *s already 2nown to the )ecipient# having been disclosed to the )ecipient by a third party without such third party having an obligation of confidentiality to the disclosing %arty+ or (b) *s or becomes publicly 2nown through no wrongful act of the )ecipient# its employees# officers# directors# or agents+ or (c) *s independently developed by the )ecipient without reference to any "onfidential *nformation disclosed hereunder+ or (d) *s approved for release (and only to the e9tent so approved) by the disclosing %arty+ or (e) *s disclosed pursuant to the lawful re7uirement of a court or governmental agency or where re7uired by operation of law& <& 3othing in this Agreement shall be construed to constitute an agency# partnership# 8oint venture# or other similar relationship between the %arties& =& 3either %arty will# without prior approval of the other %arty# ma2e any public announcement of or otherwise disclose the e9istence or the terms of this Agreement& >& This Agreement contains the entire agreement between the %arties and in no way creates an obligation for either %arty to disclose information to the other %arty or to enter into any other agreement& ?& This Agreement shall remain in effect for a period of two (/) years from the Effective Date unless otherwise terminated by either %arty giving notice to the other of its desire to terminate this Agreement& The re7uirement to protect "onfidential *nformation disclosed under this Agreement shall survive termination of this Agreement&

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MYCOMPANY, INC. $ignature %rinted 3ame Title Date

COMPANY:___________________________ $ignature %rinted 3ame Title Date

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