Fill and Sign the 09 Mutual Nondisclosure Agreement Form

-1- 5.09 Mutual Nondisclosure Agreement (Prospective Outsourcing Client) [Letter Format][Date] ABC Corp.[Address] Re: Informational Session Confidentiality Dear [_____]: In order to provide ABC Corp. ("Potential Client") an opportunity to learn more about the outsourcing services offered by The XYZ Company ("Outsourcer"), and to allow Outsourcer to obtain relevant information about Potential Client, Outsourcer will be conducting informational sessions. All information disclosed by either party in connection with such informational sessions shall be deemed "Confidential Information," except for: (i) information and data agreed in writing not to be confidential; or (ii) information which has been made available by the disclosing party to the general public or information which subsequently rightfully comes into the public domain through a source other than the receiving party. Confidential Information shall include, but not be limited to, information, data and knowledge, whether in oral, graphic, electronic or written form, including but not limited to, plans, techniques, processes, methodologies, procedures, policies, concepts, ideas and know-how, including any of the foregoing contained in or derived from -2- questions posed by Outsourcer and discussions held during the informational sessions. In consideration for being given access to the Confidential Information, the parties hereby agree to and accept the following terms and conditions: 1. Each party will use all reasonable means to protect the Confidential Information of the other at least to the extent that it protects its own Confidential information; 2. Neither party will show, discuss or otherwise disclose any portions of the Confidential Information of the other party to anyone other than its employees in connection with the purposes for which the information sessions are intended as described above, or use the Confidential Information for any other purpose or take any action inconsistent with the confidential nature thereof; 3. Each party will notify each of its employees to whom disclosure is made that such disclosure is made in confidence and will obtain such employee's agreement to protect the confidentiality of the Confidential Information of the other party as set forth herein; 4. Neither party will remove any copyright or proprietary rights notices attached to or included in, or copy, any Confidential Information of the other; and 5. All Confidential Information shall be returned to the disclosing party in the event that an agreement for outsourcing services is not consummated or upon request. -3- If you agree with the foregoing terms and conditions, please sign this letter in the space provided below, and return it to me.Sincerely, ___________________________ [Name][Title][Outsourcer] Accepted and agreed to: [Potential Client]By:____________________________ Name:__________________________Title:_________________________Date:__________________________