Fill and Sign the Nondisclosure Plan Application Form

- 1 - NONDISCLOSURE AGREEMENT THIS AGREEMENT is made by and between ____________________________, (“Company” or “First Party”), and ____________________________ ("Second Party"), effective as of the date set forth below. WITNESSETH: The parties hereto, intending to be hereby legally bound, agree as follows: 1. General. Second Party has requested or may be receiving from the Company information of a non-public nature in connection with dealings, contract or employment with the Company. As used herein “First Party”, “Second Party” and “Company”, includes each of their officers, directors, agents, employees and representatives and hei rs, including financial and legal advisors (collectively, "Representatives"). 2. Confidential Information Defined. The parties acknowledge that, in the course of the development, operation, employment and analysis of the Company, the Second Party may receive certain confidential information from or about the Company and its affiliates, officers, owners and directors, as the case may be, including but not limi ted to finances, marketing, target markets, suppliers, technical, financial and business information and models, names of potential customers, proposed business transactions with third parties, reports, plans, market projects, software programs, data and other confidential and proprietary information relating to the Company or its business whether provided orally or in writing. All such technical, financial or other business information, as described, thus supplied by the Company, or learned by Second Party, or its Representatives is hereinafter called the "Information". 3. Exclusions from Definition. The term "Information" as used herein does not include any data or information which is already known to the Second Party at the time it is disclosed to the Second Party, or which before being divulged to the Second Party (a) has become generally known to the public through no wrongful act of the Second Party; (b) has been rightfully received by the Second Party from a third party without restriction on disclosure; or (c) has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation by law. 4. Nondisclosure Obligation. Second Party, as well as its Representations receiving any Information shall keep such Information confidential and shall not disclose such Information, in whole or in part, to any person other than its Representatives who need to know such Information in connection with the Second Parties involvement with the Company (it being agreed and understood that such Representatives shall be informed by Second Party of the confidential nature of the Information and shall be required by Second Party to agree to treat the Information confidentially). 5. Standard of Protection. For the purpose of complying with the obligations set forth herein, the Second Party shall use efforts commensurate with those that such party - 2 - employs for protection of corresponding sensitive information of its own. However, in the event that the Second Party receiving any Information is legally required to disclose any Information, Second Party shall promptly notify the Company of such request or requirement prior to disclosure so that the Company may seek an appropriate protective order and/or waive compliance with terms of this Agreement. 6. Nonuse Obligation. In addition to its obligation of nondisclosure hereunder, Second Party agrees that it will not, directly or indirectly, attempt to appropriate or otherwise take for its or other parties' benefit the business opportunity of the Company as it relates to the business of the Company. 7. Ownership; Return of Information. All Information (including tangible copies and computerized or electronic versions thereof) shall remain the property of the Company. Within ten (10) days following the receipt of a written request from the Company, Second Party will either deliver to the Company or destroy all tangible materia ls contain or embodying the Information received from the Company and the Second Party shall deliver to the Company a certificate certifying that all such materials in the Company's possession have been delivered or destroyed. 8. No Representations or Further Obligations. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise or intention to undertake any specific action on behalf of the Company. It is understood that this Agreement does not obligate either party to enter into any further agreements or to proceed with a ny possible relationship or other transaction. 9. Applicability to Representatives and Affiliates. The obligations of the Second Party hereunder of nondisclosure and nonuse shall extend to its affiliates and Representatives. 10. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of ____________. IN WITNESS WHEREOF, the parties have executed and delivered this Nondisclosure Agreement effective as of the date of execution by the last party to execute this Agreement as set forth below.