Non-Circumvention Non-Disclosure Agreement

NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT

This Non-Circumvention Non-Disclosure Agreement ("Agreement") is made and entered into as of Effective Date: by and between Disclosing Party: , an entity of type Corporation Individual Other whose principal place of business is and Receiving Party: , an entity of type Corporation Individual Other whose principal place of business is .

RECITALS

WHEREAS, Disclosing Party possesses Confidential Information (as defined below) and valuable business relationships, contacts and opportunities relating to certain potential transactions, investments or business arrangements (collectively, "Introductions"); and

WHEREAS, Receiving Party desires to receive such Confidential Information and Introductions for the limited purpose of evaluating and pursuing a permitted business relationship with Disclosing Party; and

WHEREAS, the parties desire to prevent circumvention of the relationship and to protect the Confidential Information and Introductions from unauthorized disclosure or improper use.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by Disclosing Party to Receiving Party, whether disclosed orally or in writing, including without limitation business plans, financial information, customer and supplier lists, trade secrets, pricing, Introductions, contracts, proposals and technical data. Confidential Information also includes information of third parties that Disclosing Party is obligated to keep confidential.

1.2 "Circumvent" means to directly or indirectly avoid, bypass, or obviate the intent of this Agreement by soliciting, negotiating with, contracting with, or otherwise engaging any Introduced Person or entity to whom Disclosing Party has made an Introduction, without the prior written consent of Disclosing Party, for the purpose of deriving economic benefit which was intended for Disclosing Party.

2. NON-DISCLOSURE

2.1 Receiving Party shall hold Confidential Information in strict confidence, shall not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and shall use Confidential Information solely for the Purpose of evaluating or pursuing a business relationship with Disclosing Party.

2.2 Receiving Party shall restrict access to Confidential Information to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Receiving Party shall be responsible for any breach of this Agreement by such persons.

3. NON-CIRCUMVENTION

3.1 Receiving Party agrees that for the Term set forth in Section 6, it shall not, directly or indirectly, circumvent, avoid, bypass or obviate Disclosing Party's interest in any Introductions, potential transactions, or business relationships disclosed by Disclosing Party, nor shall Receiving Party contact, deal with or accept business from any Introduced Person for the purpose of obtaining the benefit of any transaction without the express written consent of Disclosing Party.

3.2 If Receiving Party desires to enter into any transaction with an Introduced Person, Receiving Party shall provide written notice to Disclosing Party prior to initiating substantive negotiations and shall include Disclosing Party in such negotiations unless otherwise agreed in writing.

4. EXCEPTIONS

4.1 The obligations in Sections 2 and 3 shall not apply to information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Receiving Party; (b) was in Receiving Party's lawful possession prior to receipt from Disclosing Party, as evidenced by written records; (c) is rightfully received by Receiving Party from a third party without restriction; or (d) is independently developed by Receiving Party without use of or reference to Confidential Information.

5. TERM

5.1 The obligations of confidentiality and non-circumvention under this Agreement shall commence on the Effective Date and continue for a period of years thereafter, except with respect to trade secrets, for which the obligations shall continue for so long as such information remains a trade secret under applicable law.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon written request by Disclosing Party, Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and shall certify in writing within days that it has complied. Notwithstanding such return or destruction, Receiving Party may retain one archival copy of Confidential Information solely for the purpose of compliance with record-keeping obligations, provided that such copy remains subject to the confidentiality obligations of this Agreement.

7. REMEDIES

7.1 Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information or circumvention may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive or other equitable relief to enforce the provisions of this Agreement, in addition to any other remedies available at law or in equity.

7.2 In the event of a breach of the non-circumvention obligations, Receiving Party shall be liable for all direct damages and any lost commissions, fees or other economic benefits reasonably attributable to such breach.

8. REPRESENTATIONS; NO LICENSE

8.1 Each party represents that it has the authority to enter into this Agreement. Except as expressly set forth herein, no license or other rights to Confidential Information are granted by implication, estoppel or otherwise.

9. INDEMNIFICATION

9.1 Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Receiving Party's breach of this Agreement.

10. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by certified mail, or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify in writing.

11. AMENDMENT; WAIVER

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

12. COUNTERPARTS; ENTIRE AGREEMENT

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 and the same instrument.

12.2 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.

13. SEVERABILITY; GOVERNING LAW

13.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent.

13.2 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

14. MISCELLANEOUS

14.1 The parties acknowledge that monetary damages may be insufficient to remedy a breach and that injunctive relief, specific performance and other equitable remedies shall be available in addition to any other remedies.

14.2 The parties agree that any dispute arising under or in connection with this Agreement shall first be subject to good faith negotiations between authorized representatives. If unresolved, the parties may pursue any remedy available at law or in equity.

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