Fill and Sign the Consultant Confidentiality Agreement for Use in Technology Transactions Form

3.07 Consultant Confidentiality Agreement for Use in Technology Transactions________________, 20__ [Addressee] Attn: ______________________ Ladies and Gentlemen: In connection with your representation of _______________________, its shareholders, subsidiaries and affiliates (collectively, the "Company") in the capacity of consultant, the Company is prepared to make available to you certain information concerning the business, operations, ownership, assets and strategy of the Company and, to the extent within its possession, of _______________________ (the "Target"). As a condition to such information being furnished to you, you agree to treat any information concerning the Company or the Target (whether prepared by the Company, the Target, their advisors or otherwise and irrespective of the form of communication) that is furnished to you by or on behalf of the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions hereinafter set forth. The term "Evaluation Material" shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by you which contain, reflect or are based upon, in whole or in part, the information furnished to you pursuant hereto. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you, (ii) was within your possession prior to its being furnished to you by or on behalf of the Company or the Target pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or the Target or any other party with respect to such information, or (iii) becomes available to you on a non-confidential basis from a source other than the Company or the Target or any of their representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or the Target or any other party with respect to such information. You hereby agree that you shall use the Evaluation Material solely for the purpose of fulfilling your responsibilities to the Company under the terms of your engagement, that the Evaluation Material will be kept confidential and that you will not disclose any of the Evaluation Material in any manner whatsoever provided, however, that (i) you may make any disclosure of such information to which the Company gives its prior written consent and (ii) any of such information may be disclosed to your representatives who need to know such information for the purpose of fulfilling your responsibilities to the Company under the terms of your engagement and who agree to keep such information confidential and who are provided with a copy of this letter agreement and agree to be bound by the terms hereof to the same extent as if they were parties hereto. In any event, you shall be responsible for any breach of this letter agreement by any of your representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. In addition, the parties to this letter agree that, without the prior written consent of the other, neither party (nor its representatives) will disclose to any person the fact that the Evaluation Material has been made available to you, that discussions or negotiations are taking place concerning a possible transaction involving the Company and the Target or any of the terms, conditions or other facts with respect thereto (including the status thereof), unless in the written opinion of counsel acceptable to us, which acceptance shall not be unreasonably withheld, such disclosure is required by law and then only with as much prior written notice to the other party as is practical under the circumstances. The term "person" as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.In the event that you or any of your representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material, you shall provide the Company and, if the Company so desires, the Target, with prompt written notice of any such request or requirement so that the Company, or the Target, as the case may be, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or any of your representatives are nonetheless, in the written opinion of counsel reasonably acceptable to us, legally compelled to disclose Evaluation Material to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, you or your representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material which such counsel advises you is legally required to be disclosed, provided that you exercise your best efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by cooperating with the Company, or the Target, as the case may be, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material by such tribunal. Upon request by the Company, you will promptly deliver to the Company all documents (and all copies thereof) furnished to you or your representatives by or on behalf of the Company or the Target Company pursuant hereto. In the event of such a decision or request, all other Evaluation Material prepared by you or your representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding the return or destruction of the Evaluation Material, you and your representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder. You hereby acknowledge that you are aware, and that you will advise such representatives who are informed as to the matters which are the subject of this letter, of the restrictions imposed by the United States securities laws on any person who has received from an issuer any material, nonpublic information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Although the Company has endeavored to include in the Evaluation Material information that the Company believes to be relevant for the purpose of your evaluation pursuant to the terms of your engagement, you acknowledge that neither the Company nor any of its representatives make any representation or warranty as to the accuracy or completeness of the Evaluation Material. The Company reserves the right to assign all of its rights, powers and privileges under this letter agreement, including, without limitation, the right to enforce all of the terms of this confidentiality agreement. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you or any of your representatives and that the Company shall be entitled to equitable relief, including but not limited to injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company. You agree not to oppose the granting of such relief, and to waive, and to use your best efforts to cause your representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final, nonappealable order that a party had breached this letter agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. This letter agreement shall be governed by and construed in accordance with the laws of the State of _______________________, without giving effect to its conflict of laws principles or rules. Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this confidentiality agreement shall become a binding agreement between you and the Company. Very truly yours, [THE COMPANY] By: ______________________ Accepted and agreed as of the date first written above: By: ________________________ Name: ______________________ Title: _____________________