Non-Disclosure Agreement

Non-Disclosure Agreement regarding Invention that has not been Patented

Agreement made on the , between

of

, referred to herein as Inventor, and

, a corporation organized and existing under the laws of the state of with its principal office located at

, referred to herein as Corporation.

Whereas, Inventor wishes to disclose and Corporation wishes to receive certain information and material regarding a product (the Product) from Inventor which has been represented by Inventor to be confidential and proprietary information (the Information) pertaining to the Product which Inventor represented that he has developed, and

Whereas, this exchange will include all communication of Information between the parties in any form whatsoever, including oral, written and machine readable form, pertaining to the above, and

Whereas, Corporation wishes to receive and Inventor wishes to disclose the Information for the sole purpose of

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The disclosure of Information by Inventor is in confidence and thus Corporation agrees to:

A. Not disclose the Information to any other person and use at least the same degree of care to maintain the Information confidential as Corporation uses in maintaining as confidential its own confidential information, but always at least a reasonable degree of care;

B. Use the Information only for the above purpose;

C. Restrict disclosure of the Information solely to those employees of Corporation having a need to know such Information in order to accomplish the purpose stated above;

G. Advise each such employee, before he or she receives access to the Information, of the obligations of Corporation under this Agreement, and require each such employee to maintain those obligations.

E. Within fifteen (15) days following request of Inventor return to the Inventor all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information, or confirm to Inventor, in writing, the destruction of such materials.

2. This Agreement imposes no obligation on Corporation with respect to any portion of the Information received from Inventor which (i) was known to Corporation prior to disclosure by Inventor, (ii) is lawfully obtained by Corporation from a third party under no obligation of confidentiality, (iii) is or becomes generally known or publicly available other than by unauthorized disclosure, or (iv) is independently developed by Corporation.

3. This Agreement imposes no obligation on Corporation with respect to any portion of the Information unless such portion is (a) described or disclosed in a written document or machine readable media marked Confidential at the time of disclosure or (b) described or disclosed in any other manner and summarized in a memorandum mailed to Corporation within thirty (30) days of the disclosure. Information described or disclosed by Inventor in a written document or machine readable media and marked Confidential includes, but is not limited to, the items, if any, set forth in Schedule A attached hereto. Schedule A is incorporated herein by reference. Corporation hereby acknowledges receipt of the items listed in Schedule A, if any.

4. The Information shall remain the sole property of Inventor.

5. In the event of a breach or threatened breach or intended breach of this Agreement by either party, the other party, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.

6. The validity, construction, and performance of this Agreement are governed by the laws of the State of .

7. The rights and obligations of the parties under this Agreement may not be sold, assigned or otherwise transferred.

This Agreement is binding upon Corporation and Inventor and upon the directors, officers, employees and agents of each. This Agreement is effective as of the later date of execution and will continue indefinitely unless terminated on thirty (30) days written notice by either party. However, Corporation's obligations of confidentiality and restrictions on use and disclosure of the Information disclosed by Inventor shall survive termination of this Agreement.

WITNESS our signatures as of the day and date first above stated.