Confidentiality Acknowledgement Form

CONFIDENTIALITY ACKNOWLEDGEMENT FORM

Company Name:   Company Address:

Recipient Name:   Recipient Address:

Recipient Role/Title:   Effective Date:

RECITALS

WHEREAS, Company possesses confidential and proprietary information, including trade secrets, business plans, technical data, financial information, client lists, and other non-public information provided to or accessed by employees, contractors, or affiliates (collectively, "Confidential Information"); and

WHEREAS, Recipient will have access to or may be exposed to Confidential Information in connection with Recipient's engagement with Company; and

WHEREAS, Company requires Recipient to acknowledge and agree to the terms governing the protection, use and return of Confidential Information.

NOW, THEREFORE

In consideration of the access to Confidential Information and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Confidential Information" means all information disclosed, furnished, or made available by Company to Recipient, whether oral, written, electronic or other form, that is designated as confidential 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, technical data, formulas, software, designs, specifications, business strategies, customer and supplier lists, pricing, financial data, forecasts, and personnel information.

2. ACKNOWLEDGEMENT OF CONFIDENTIALITY

Recipient acknowledges that Confidential Information is proprietary to Company. Recipient agrees that Confidential Information shall be retained in confidence and shall not be used, reproduced, summarized or distributed except as expressly permitted in writing by Company. Recipient further acknowledges that unauthorized disclosure could cause irreparable harm to Company for which monetary damages may be inadequate.

3. NON-DISCLOSURE AND NON-USE OBLIGATIONS

Recipient shall: (a) not disclose Confidential Information to any third party except as permitted herein; (b) restrict disclosure to those employees, contractors or agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein; (c) use at least the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information, but in no event less than reasonable care; and (d) not use Confidential Information for any purpose other than in furtherance of Recipient's duties to Company.

4. EXCLUSIONS

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was known to Recipient prior to disclosure as evidenced by written records; (c) is received from a third party having the right to disclose such information without restriction; or (d) is independently developed by Recipient without use of or reference to Company Confidential Information.

5. PERMITTED DISCLOSURES

Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided Recipient, to the extent permitted, promptly notifies Company and cooperates with Company to seek protective measures. Any permitted recipient shall be bound by confidentiality obligations no less protective than those set forth herein.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon termination of Recipient's engagement or upon Company's written request, Recipient shall promptly return or permanently destroy all materials and copies containing Confidential Information and certify in writing that all such materials have been returned or destroyed, except to the extent retention is required by law or Company authorizes retention in writing.

7. TERM

The obligations of confidentiality under this Acknowledgement shall commence on the Effective Date and shall continue for a period of from the date of disclosure of each item of Confidential Information, or for such longer period as required by applicable law with respect to trade secrets.

8. REMEDIES

Recipient agrees that any breach or threatened breach of this Acknowledgement would cause Company irreparable harm for which monetary damages would be inadequate. Accordingly, Company shall be entitled to injunctive or equitable relief in addition to any other remedies at law or in equity, including recovery of reasonable attorneys' fees and costs incurred in enforcement.

9. NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by confirmed overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or as otherwise designated in writing.

10. GOVERNING LAW

This Acknowledgement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Acknowledgement constitutes the entire agreement between the parties with respect to Confidential Information and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or waiver shall be binding unless in writing and signed by both parties. This Acknowledgement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. ACKNOWLEDGMENT

By signing below, Recipient certifies that Recipient has read and understands this Acknowledgement, has had the opportunity to ask questions, and agrees to abide by its terms. Recipient further acknowledges that violation of this Acknowledgement may result in disciplinary action, up to and including termination of engagement, and liability for damages.

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