Confidentiality Non-Disclosure Deed

CONFIDENTIALITY NON-DISCLOSURE DEED

This Confidentiality Non-Disclosure Deed (the "Deed") is made as of between Discloser: , having its principal place of business at and Recipient: , having its principal place of business at .

RECITALS

WHEREAS, Discloser possesses certain confidential and proprietary information relating to its business, products, services, customers, technical processes and trade secrets and desires to disclose such information to Recipient for the purpose of ;

WHEREAS, Recipient acknowledges that the Confidential Information is valuable, is not generally known to the public, and that unauthorized use or disclosure would cause material harm to Discloser; and

WHEREAS, the parties wish to set forth the terms and conditions under which Confidential Information will be disclosed, used and protected.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Discloser to Recipient, whether disclosed orally, visually, in writing or by inspection of tangible objects, including without limitation business plans, financial information, technical data, customer lists, designs, specifications, software (including source code), trade secrets and other proprietary information, and information designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Deed by Recipient; (b) was known to Recipient prior to disclosure by Discloser as evidenced by written records; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

2. NON-DISCLOSURE AND NON-USE

2.1 Recipient shall hold and maintain the Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party except as expressly permitted by this Deed. Recipient shall use Confidential Information solely for the Purpose specified above and not for any commercial or competitive purpose.

2.2 Recipient shall take all reasonable measures to protect the confidentiality of all Confidential Information, at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and shall ensure that Confidential Information is disclosed only to those of its Representatives who need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth in this Deed.

3. PERMITTED DISCLOSURES

3.1 Notwithstanding Section 2, Recipient may disclose Confidential Information to the extent required by law, regulation or valid order of a court or governmental authority, provided that Recipient (to the extent legally permitted) gives Discloser prompt written notice of such requirement so that Discloser may seek an appropriate protective order or waive compliance with this Deed. If disclosure is required, Recipient shall disclose only the portion legally required.

4. RETURN OR DESTRUCTION

Upon Discloser's written request, Recipient shall promptly return or destroy all Confidential Information and all copies thereof in any form and shall, at Discloser's option, certify in writing that such return or destruction has been completed, except that Recipient may retain one archival copy solely for compliance and internal recordkeeping purposes subject to the confidentiality obligations herein.

5. TERM

5.1 The obligations of confidentiality and non-use with respect to Confidential Information disclosed under this Deed shall commence on the Effective Date and shall continue for a period of years after the date of disclosure, provided that with respect to trade secrets, such obligations shall continue for so long as such information qualifies as a trade secret under applicable law.

6. REMEDIES

6.1 Recipient acknowledges that monetary damages may be an inadequate remedy for any breach of this Deed and that Discloser shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the requirement to post bond.

6.2 Nothing in this Deed shall be construed to limit any other rights or remedies that Discloser may have at law or in equity for breach of this Deed, including recovery of damages and the reimbursement of attorneys' fees and costs incurred in enforcing this Deed.

7. NO LICENSE

7.1 Except as expressly set forth in a separate written agreement signed by both parties, nothing in this Deed grants Recipient any license or other right under any patent, trademark, copyright, trade secret or other intellectual property right of Discloser.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full corporate or legal right, power and authority to enter into and perform its obligations under this Deed and that the execution and delivery of this Deed has been duly authorized by all necessary corporate or other action.

9. NOTICES

9.1 All notices, requests, consents and other communications required or permitted under this Deed shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), sent by nationally recognized overnight courier, or sent by electronic mail with confirmation of transmission to the addresses set forth above or such other address as either party may designate by notice to the other.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 No amendment, modification or waiver of any provision of this Deed shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of this Deed shall not constitute a waiver of that provision or of the right to subsequently enforce that or any other provision.

10.2 This Deed may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be binding and treated as originals.

11. GOVERNING LAW

11.1 This Deed shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Deed constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No representation, promise or inducement not included in this Deed shall be binding on either party.

12.2 If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

MISCELLANEOUS

13.1 Relationship of the Parties. Nothing in this Deed creates any partnership, joint venture, agency, employment or fiduciary relationship between the parties.

13.2 Attorneys' Fees. If any action at law or in equity is necessary to enforce the terms of this Deed, the prevailing party shall be entitled to reasonable attorneys' fees and other relief to the extent permitted by law.

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