Confidentiality Oath Agreement

CONFIDENTIALITY OATH AGREEMENT

This Confidentiality Oath Agreement (the Agreement) is entered into as of the Effective Date: , , by and between Discloser Name: , with principal address at (Discloser), and Recipient Name: , with principal address at (Recipient).

RECITALS

WHEREAS, Discloser possesses certain non-public, proprietary, or confidential information relating to its business, operations, products, technology, customers, finances, and other matters that Discloser considers confidential;

WHEREAS, Recipient may receive or otherwise have access to such confidential information solely for the purpose set forth below and only to the extent necessary to evaluate or perform obligations related to that purpose; and

WHEREAS, the parties desire to protect the confidentiality of such information and to set forth Recipient's oath and obligations with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all information, whether oral, written, electronic or in any other form, that is disclosed by Discloser to Recipient and is designated as confidential or that, under the circumstances surrounding disclosure, ought reasonably to be treated as confidential. Confidential Information includes, without limitation, trade secrets, technical data, know-how, formulas, processes, drawings, designs, business plans, customer lists, pricing, financial information, prototypes, software (including source code), and any analyses, compilations, studies or other documents derived therefrom.

1.2 "Excluded Information" means information that: (a) is or becomes generally available to the public without breach of this Agreement by Recipient; (b) was known to Recipient prior to receipt from Discloser as evidenced by written records; (c) is rightfully received by Recipient from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without reference to or use of Confidential Information.

2. PURPOSE

3. OATH OF CONFIDENTIALITY

3.1 Recipient expressly swears and affirms that it will: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to accomplish the Purpose; (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (d) apply at least the same degree of care to protect Confidential Information as Recipient applies to protect its own confidential information, but in no event less than reasonable care.

3.2 Recipient shall ensure that any of its employees, agents, consultants or representatives (Representatives) to whom Confidential Information is disclosed are bound by confidentiality obligations no less restrictive than those set forth in this Agreement and that such Representatives use the Confidential Information only for the Purpose.

4. PERMITTED DISCLOSURES AND LEGAL PROCESS

4.1 Recipient may disclose Confidential Information to the extent required by applicable law, regulation, or valid order of a court or governmental authority; provided that Recipient gives Discloser prompt written notice of such requirement to permit Discloser to 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 such disclosure.

5. TERM; RETURN OR DESTRUCTION

5.1 This Agreement shall commence on the Effective Date and shall continue for a period of years from such date, provided that Recipient's obligations with respect to Confidential Information shall survive for the longer of such term or any period required by applicable law with respect to trade secrets.

5.2 Upon Discloser's written request or upon termination of discussions related to the Purpose, Recipient shall, within days, return to Discloser or destroy (and certify destruction in writing) all Confidential Information in its possession, including all copies, summaries and extracts thereof, except to the extent that retention is required by applicable law or by Recipient's bona fide document retention policies, in which case Recipient shall continue to protect such retained Confidential Information in accordance with this Agreement.

6. REMEDIES

6.1 Recipient acknowledges that monetary damages would be an inadequate remedy for breach of this Agreement and that Discloser shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or in equity without posting bond or proving actual damages.

6.2 Recipient shall indemnify and hold harmless Discloser from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Agreement, except to the extent such loss arises from Discloser's gross negligence or willful misconduct.

7. NO LICENSE; OWNERSHIP

7.1 Nothing in this Agreement grants Recipient any right, title or license in or to any Confidential Information, except the limited right to use Confidential Information solely for the Purpose. All Confidential Information remains the sole property of Discloser.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, and addressed as set forth above or to such other address as a party may specify in writing.

10. AMENDMENT; WAIVER

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude further exercise of that or any other right.

11. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations.

12.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

12.3 This Agreement 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 transmitted by electronic means shall be binding.

13. CONFIDENTIALITY OATH ACKNOWLEDGMENT

Recipient acknowledges that a breach of this Agreement may cause irreparable harm to Discloser for which monetary damages would be insufficient and therefore swears and affirms to comply fully with all obligations herein. Recipient further acknowledges that it has read and understands this Agreement and that the individual signing below is authorized to bind Recipient.

Recipient hereby acknowledges receipt of Confidential Information and the obligation to abide by this Agreement.

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