Fill and Sign the Confidentiality and Nondisclosure Agreement Evaluation Materials Form

CONFIDENTIALITY AGREEMENT (hereafter, the "Agreement") In connection with _________________________ and _________________________ consideration of a possible transaction with Company, and/or Company Personnel (hereinafter collectively referred to as “Company”), Contractor will request information concerning the business of Company. As a condition of Contractor being furnished such information, Contractor agrees to treat any such information heretofore provided or hereafter provided concerning Company which is furnished to Contractor by or on behalf of Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions herein set forth. Contractor hereby agrees that the Evaluation Material will be used solely for the purpose of evaluating a possible transaction between Contractor and Company and that such information will be kept confidential by Contractor; provided, however, that (i) any of such information may be disclosed to contractor’s personnel (which shall mean contractor’s employees, agents, representatives and advisors, including, without limitation, attorneys, accountants, consultants, and appraisers) who need to know such information for the purpose of evaluating any transaction between Contractor and Company contemplated by this Agreement; (ii) disclosure of such information may be made to which Company consents in writing; or (iii) Contractor may disclose Evaluation Material to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body. Contractor agrees and acknowledges that the disclosure of any confidential information to third parties in violation of this Agreement cannot be reasonably or adequately compensated for in money damages obtainable at law and would cause irreparable injury to Company. For these and other reasons, Contractor agrees that Company shall be entitled to, in addition to any other rights and remedies available to it at law or in equity, to an injunction restraining Contractor from committing or engaging in, directly or indirectly, any or all of the acts restricted herein relating to the Evaluation Material. In the event Contractor does not proceed with a transaction contemplated by this Agreement within a reasonable time, or upon demand by Company, Contractor shall promptly deliver to Company all Evaluation Material and will not retain any copies, extracts or other reproductions thereof. Company agrees that unless and until a definitive agreement between Contractor and Company with respect to a transaction contemplated by this Agreement has been executed and delivered, neither Company nor Contractor will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement or any written or oral expression with respect to such a transaction by any of Contractor’s or Company’s employees, agents or representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Contractor acknowledges that this Agreement is reasonable, valid, and enforceable. - 1 - Nevertheless, should a court of competent jurisdiction find any of the provisions herein to be too broad to be enforceable, it is Contractor’s and Company’s intent that such provision be reduced in scope by the court only to the extent deemed necessary by the court to render the provision reasonable and enforceable, bearing in mind that it is Contractor’s intention to give Company the broadest possible protection against disclosure of confidential information. This Agreement may be modified or waived only by a separate writing executed by authorized officers of the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors. Contractor’s obligations under this Agreement shall remain in effect for a 12 month period from the date hereof. This Agreement shall be governed by, and construed in accordance with, the laws of the State of ____________________ . Kindly sign and return the enclosed copy of the Agreement to indicate that it correctly sets forth the terms of this Agreement. CONFIRMED AND AGREED TO:             Date:       Date:       - 2 -