Signed Confidentiality Agreement

SIGNED CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the "Agreement") is made as of Effective Date: by and between Discloser Name: , with principal place of business at , and Recipient Name: , with principal place of business at .

Recitals

WHEREAS, Discloser possesses certain confidential and proprietary information relating to its business, products, services and technologies that is not generally known to the public and that Discloser desires to protect;

WHEREAS, Recipient may receive or have access to Confidential Information (as defined below) for the limited purpose of evaluating or pursuing a business relationship, collaboration, or transaction (the "Purpose");

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means any information, whether written, electronic, oral, or in any other form, disclosed by Discloser to Recipient that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial data, technical designs, prototypes, formulas, trade secrets, customer lists, pricing, marketing strategies, software, source code, inventions, and specifications. Confidential Information also includes analyses, compilations, studies or other documents prepared by Recipient that contain or otherwise reflect such information.

1.2 "Purpose" for which Confidential Information will be used:

2. Confidentiality Obligations

2.1 Recipient shall hold Confidential Information in strict confidence, shall not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and shall take all reasonable measures to protect the confidentiality and avoid unauthorized use, disclosure, publication or dissemination of Confidential Information. Such measures shall be no less than those employed by Recipient to protect its own confidential information of a similar nature but in no event less than reasonable care.

2.2 Recipient shall use Confidential Information solely for the Purpose and not for its own benefit or for the benefit of any third party, except as expressly authorized in writing by Discloser.

3. Exclusions from Confidential Information

3.1 Confidential Information does not include information that Recipient can demonstrate by competent written evidence: (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) was in Recipient's possession prior to receipt from Discloser without an obligation of confidentiality; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

4. Permitted Disclosures

4.1 Recipient may disclose Confidential Information to its employees, contractors, advisors and affiliates who have a strict need to know for the Purpose, provided that Recipient remains responsible for any breach of this Agreement by any such persons and only to the extent such persons are bound by confidentiality obligations at least as protective as those herein.

4.2 If Recipient is compelled by law or by a valid order of a court or other governmental authority to disclose Confidential Information, Recipient shall, to the extent permitted by law, provide Discloser prompt written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy. If protection is not obtained, Recipient may disclose only that portion of Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment for any disclosed Confidential Information.

5. Return or Destruction

Upon Discloser's written request, Recipient shall promptly return or permanently destroy all tangible materials and copies containing Confidential Information and shall certify in writing within days that such return or destruction has been completed. Notwithstanding the foregoing, Recipient may retain one archival copy of Confidential Information solely for compliance and recordkeeping purposes subject to the confidentiality obligations herein.

6. Term and Survival

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

6.2 The obligations of confidentiality and non-use with respect to Confidential Information shall survive any termination of this Agreement for a period of the term specified above and as to trade secrets for so long as such information remains a trade secret under applicable law.

7. Remedies

7.1 Recipient acknowledges that monetary damages may be inadequate to compensate Discloser for a breach of this Agreement and that Discloser shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or curtail any such breach or threatened breach without the necessity of posting bond.

8. No License; No Warranty

8.1 Nothing in this Agreement grants Recipient any rights, by license or otherwise, to Discloser's intellectual property rights, except as expressly set forth in a separate written agreement between the parties.

8.2 ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OR COMPLETENESS OF CONFIDENTIAL INFORMATION, AND DISCLOSER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

10. Notices

11. Governing Law; Venue

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. The parties agree that the state and federal courts located in such state shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

12. Entire Agreement; Amendments; Waiver; Severability

12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications, whether oral or written.

12.2 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right hereunder shall operate as a waiver thereof.

12.3 If any provision of this Agreement is held to be invalid 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 best accomplishes the original intent.

13. Counterparts; Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed to be original signatures and binding for all purposes.

14. Miscellaneous

The parties acknowledge that their obligations under this Agreement are reasonable in scope and duration, and that the remedies provided herein are cumulative and not exclusive of any remedies available at law or in equity.

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