Non-Disclosure Partnership Agreement

NON-DISCLOSURE PARTNERSHIP AGREEMENT

This Non-Disclosure Partnership Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: a business entity (entity type): Corporation LLC Individual with principal place of business at ; and Party B: a business entity (entity type): Corporation LLC Individual with principal place of business at .

RECITALS

WHEREAS, the parties desire to evaluate and pursue a potential partnership and collaboration (the "Purpose") that will require the disclosure and exchange of certain confidential and proprietary information; and

WHEREAS, each party acknowledges that the other possesses valuable trade secrets, technical and business information and that disclosure of such information should be subject to the protections and restrictions set forth herein; and

WHEREAS, the parties wish to set forth their mutual obligations with respect to the protection, use and return of Confidential Information disclosed in connection with the Purpose.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by a Disclosing Party to the Receiving Party, whether disclosed orally, visually, in writing, electronically or by inspection, including but not limited to business plans, financial data, pricing, product designs, formulas, software, customer lists, supplier information, trade secrets, and any analyses, compilations, studies or other documents derived from such information. Confidential Information shall also include information designated in writing as confidential.

1.2 "Purpose" means the evaluation, negotiation and pursuit of the partnership described above and as further described in the Purpose Description:

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use the Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any person or entity except as expressly permitted by this Agreement.

2.2 The Receiving Party shall limit disclosure of Confidential Information to its employees, contractors, affiliates or advisors who have a legitimate need to know 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 such persons.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

3.1 Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is lawfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. PERMITTED DISCLOSURES

4.1 If the Receiving Party is required by applicable law, regulation or binding order to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall only disclose that portion of Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment.

5. TERM; TERMINATION

5.1 This Agreement shall commence on the Effective Date and continue for a period of years (the "Term"), unless earlier terminated by written agreement of the parties.

5.2 Notwithstanding termination or expiration of this Agreement, the Receiving Party's obligations with respect to Confidential Information shall survive for a period of five (5) years from the date of disclosure, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. RETURN OR DESTRUCTION

Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly, and in any event within thirty (30) days, return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except to the extent that retention is required by law or by internal backup systems, in which case such Confidential Information shall remain subject to the confidentiality obligations of this Agreement.

7. REMEDIES

7.1 The parties acknowledge that monetary damages may be inadequate to compensate a Disclosing Party for any breach of this Agreement and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

8. NO LICENSE

Nothing in this Agreement grants the Receiving Party any license, express or implied, under any patent, trademark, copyright or other intellectual property right of the Disclosing Party except as expressly set forth in a separate written agreement signed by the parties.

9. ASSIGNMENT

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or a merger with a third party, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

10. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may specify in writing.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver of any breach shall not operate or be construed as a waiver of any subsequent breach.

12. GOVERNING LAW

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

13. SEVERABILITY

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

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating to such subject matter.

15. COUNTERPARTS

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 facsimile or electronic image shall be binding.

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