Reciprocal Contract

RECIPROCAL NON-DISCLOSURE AGREEMENT

This Reciprocal Non-Disclosure Agreement (“Agreement”) made and effective this date, , , by and between (“First Party”) and (“Second Party”).

In furtherance of a possible business relationship, First Party and Second Party desire to arrange for each to receive certain confidential and proprietary information of the other party.

NOW, THEREFORE, the parties hereto agree as follows:

1. Information.

For the purposes of this Agreement, “Confidential Information” shall mean information or material that is confidential and proprietary to the disclosing party (“Owner”). Confidential information includes, but is not limited to, the following types of information and other information of a similar nature: software (in various stages of development), designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, marketing and development plans, business plans, financial information, customer lists, and other similar information that is proprietary to and confidential information of the Owner. Confidential information that is disclosed orally must be identified as such in writing within five (5) days of disclosure. Confidential information shall not include information which is generally known or easily ascertainable by third parties of ordinary skill and competence in the industry, nor shall it include information already known to the receiving party or disclosed to the receiving party by a third party without violation of a duty of confidentiality to the disclosing party.

2. Ownership.

All Confidential Information disclosed by Owner shall remain the property of the Owner. Nothing herein shall require the disclosure of any Confidential Information.

3. Use of Information.

A. A receiving party (“Recipient”) shall use the Confidential Information for only the purposes of evaluating Owner’s products, services, and any proposed business transaction. Following disclosure, Recipient shall keep confidential and not disclose the Confidential Information to any other person, firm, or corporation, [or use it in any way other than in connection with the business transaction contemplated hereby among the First Party and the Second Party] for the period of two (2) years. A Recipient shall be under no obligation if any Confidential Information: (i) is or becomes part of public domain other than by breach of this Agreement by Recipient; (ii) is developed by Recipient independent of any Confidential Information; or (iii) is rightly received by Recipient from a third party. [; or (iv) is currently in possession of Recipient].

B. First Party and Second Party each agree to restrict circulation of Confidential Information in their respective organizations to those employees who need to receive Confidential Information in order to carry out the above-stated purposes and to give such employees instructions to hold in confidence all Confidential Information made available to them and to use the Confidential Information only for authorized purposes.

4. Return of Information.

All Confidential Information and copies thereof shall be returned to the Owner at the Owner’s request. At the Owner’s option, Confidential Information, including all copies, instead may be destroyed by Recipient, provided Recipient certifies such destruction to Owner within five (5) days.

5. No Exclusivity.

Nothing in the Agreement shall be construed to prohibit either party from dealing with any other person, firm, or other entity regarding the distribution, purchase or use of any product or service or for any other reason.

6. Each party agrees that it will not, without prior written consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or proposed business arrangement.

7. No Assignment.

This Agreement may not be assigned by either party without the prior written consent of the other party.

8. Severability.

If any provision of the Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.

9. No License.

Nothing herein shall be construed as to grant by an Owner of any license, directly or by implication, estoppel or otherwise, in any Confidential Information.

10. Governing Law.

This Agreement shall be construed according to and governed by the laws of the State of .

11. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to First Party:

If to Second Party:

12. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

13. Arbitration.

Any and all disputes rising out or relating to this Agreement shall be subject to arbitration in , under the then-existing rules of the American Arbitration Association. Judgment upon the award rendered in arbitration may be entered in any court of competent jurisdiction in , and the costs of such arbitration shall be borne equally by the parties.

14. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.