Mutual Confidentiality Agreement

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (the Agreement) is entered into as of Effective Date: by and between Party A Name: , an entity of type: Individual Corporation LLC , principal place of business at ; and Party B Name: , an entity of type: Individual Corporation LLC , principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Parties anticipate disclosing to one another certain confidential and proprietary information in connection with assessing and pursuing a potential business relationship, transaction, or collaboration (the Purpose); and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the protection and use of such information;

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 disclosed orally, visually, in writing or electronically, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, strategies, forecasts, pricing, customer and supplier lists, technical data, software, prototypes, trade secrets, inventions, know-how, and any analyses, compilations, studies or other documents prepared by a Party that contain or reflect such information.

1.2 "Receiving Party" means a Party receiving Confidential Information from the other Party. "Disclosing Party" means the Party disclosing Confidential Information.

2. EXCLUSIONS

2.1 Confidential Information does not include information that the Receiving Party can demonstrate by reasonable written evidence: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees or agents of the Receiving Party who had no access to the Disclosing Party's Confidential Information.

3. CONFIDENTIALITY OBLIGATIONS

3.1 Each Receiving Party shall: (a) hold Confidential Information of the Disclosing Party in strict confidence using at least the same degree of care as it uses to protect its own Confidential Information, but in no event less than reasonable care; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except as permitted under this Agreement.

3.2 The Receiving Party may disclose Confidential Information only to those directors, officers, employees, agents, contractors and professional advisers (Representatives) who have a strict need to know such information for the Purpose and who are bound by confidentiality obligations no less protective than those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

4. PERMITTED DISCLOSURES

4.1 A Receiving Party may disclose Confidential Information to the extent such disclosure is required by law, regulation, or valid court or government order, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party at the Disclosing Party's cost in seeking a protective order or other appropriate remedy to limit disclosure and maintain confidentiality.

5. TERM; RETURN OR DESTRUCTION

5.1 The obligations of confidentiality under this Agreement shall continue for a period of years from the date of disclosure of the particular Confidential Information, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5.2 Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy, at the Disclosing Party's option, all documents and other materials containing Confidential Information and shall certify in writing the return or destruction of such materials, except that the Receiving Party may retain one archival copy in its legal files solely for compliance and recordkeeping purposes.

6. REMEDIES

6.1 The Parties acknowledge that monetary damages may be an insufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the necessity of posting bond or proving actual damages, in addition to any other remedies available at law or in equity.

7. NO LICENSE; NO OBLIGATION

7.1 Nothing in this Agreement grants any license or other rights, by implication, estoppel or otherwise, under any patent, trademark, copyright or other intellectual property right of either Party. Neither Party is under any obligation to proceed with any proposed transaction or relationship and each Party reserves the right, in its sole discretion, to terminate discussions at any time.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has the full right, power and authority to disclose the Confidential Information it discloses and to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. NOTICES

Notices to Party A

Notices to Party B

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. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

11. SEVERABILITY; ENTIRE AGREEMENT

11.1 If any provision of this Agreement is held to be unenforceable, invalid or void, such provision shall be modified to the extent necessary to render it enforceable, valid and effective, or if modification is not possible, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

11.2 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 communications, whether written or oral, relating to the subject matter.

12. COUNTERPARTS; GOVERNING LAW

12.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery by electronic transmission of an executed counterpart shall be effective as delivery of an original.

12.2 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles that would result in the application of the laws of any other jurisdiction.

13. SURVIVAL

13.1 The obligations of confidentiality, return or destruction of materials, remedies and other provisions which by their nature should survive termination or expiration of this Agreement, shall so survive.

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