Client Non-Disclosure Agreement

CLIENT NON-DISCLOSURE AGREEMENT

This Client Non-Disclosure Agreement ("Agreement") is entered into as of by and between Client Name: and Recipient Name: .

RECITALS

WHEREAS, Client possesses confidential, proprietary and commercially valuable information related to its business, products, services, customers, pricing, marketing strategies, technical processes and other materials, whether written, oral, electronic or visual, that is not generally known to the public (collectively, the "Confidential Information");

WHEREAS, Recipient may receive or have access to Confidential Information in connection with discussions, evaluation, or the provision of services described below; and

WHEREAS, the parties desire to set forth their respective obligations with respect to the protection and permitted use of Confidential Information.

SCOPE OF WORK

PAYMENT TERMS

All payments are due according to the Payment Schedule. Any undisputed past due amounts bear interest at the rate specified above and are payable on demand. Recipient shall not offset or withhold payments except as expressly agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality duties as set forth below.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by Client to Recipient, whether disclosed orally, visually, in writing or electronically, including but not limited to business plans, technical data, product designs, software, source code, trade secrets, financial information, customer lists and pricing.

Non-Disclosure and Non-Use: Recipient shall (a) hold Confidential Information in strict confidence and take all reasonable precautions to protect it, (b) not disclose such information to any third party except as expressly permitted herein, and (c) not use Confidential Information for any purpose other than the performance of Recipient's obligations under this Agreement without Client's prior written consent.

Permitted Disclosures: Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of Recipient, (ii) was rightfully known to Recipient prior to disclosure as evidenced by written records, (iii) is developed independently by Recipient without use of or reference to Client Confidential Information, or (iv) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Compelled Disclosure: If Recipient is required by law or valid legal process to disclose Confidential Information, Recipient shall provide Client prompt written notice (to the extent legally permitted) so that Client may seek a protective order or other appropriate remedy. Recipient shall disclose only that portion of Confidential Information that is legally required and shall use reasonable efforts to obtain confidential treatment for any disclosed information.

Remedies: Recipient acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Client for which monetary damages may be inadequate. Accordingly, Client shall be entitled to seek injunctive relief as well as any other remedies available at law or in equity.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all its assets, or other change of control.

Amendments: This Agreement may be amended or modified only by a written instrument duly executed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. No course of conduct or trade practice will modify this Agreement.

NOTICES

The parties may change their notice address by providing written notice to the other party in accordance with this section.

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