Trade Secret Agreement

TRADE SECRET AGREEMENT

This Trade Secret Agreement (the "Agreement") is made as of by and between Disclosing Party: and Receiving Party: .

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information, including but not limited to formulas, processes, designs, schematics, source information, customer lists, pricing, marketing plans, and technical data, that constitute trade secrets under applicable law (collectively, "Trade Secrets");

WHEREAS, Disclosing Party desires to disclose certain Trade Secrets to Receiving Party for the limited purpose of ; and

WHEREAS, Receiving Party is willing to receive such Trade Secrets and to protect the confidentiality and value of such Trade Secrets pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed, directly or indirectly, by Disclosing Party to Receiving Party in any form (oral, written, electronic or otherwise) that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes Trade Secrets and all analyses, compilations, studies and other materials prepared by Receiving Party that contain or are based upon such information.

1.2 "Trade Secrets" means Confidential Information that (a) derives independent economic value from not being generally known to the public and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets include the items described in the Recitals and any items specified in writing by Disclosing Party as Trade Secrets.

2. SCOPE OF DISCLOSURE

Disclosing Party may disclose Confidential Information to Receiving Party solely for the purpose set forth above. Receiving Party shall use Confidential Information only for such permitted purpose and for no other purpose without the prior written consent of Disclosing Party.

3. OBLIGATIONS OF RECEIVING PARTY

3.1 Receiving Party shall: (a) hold and maintain Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) restrict access to Confidential Information to those employees, contractors or agents who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those contained herein.

3.2 Receiving Party shall promptly notify Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information, and shall cooperate in any reasonable measures requested by Disclosing Party to mitigate harm and prevent further unauthorized use or disclosure.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of Receiving Party; (b) was in Receiving Party's lawful possession prior to receipt from Disclosing Party as evidenced by written records; (c) is lawfully received by Receiving Party from a third party without restriction and without breach of any obligation to Disclosing Party; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, as substantiated by contemporaneous written records.

5. PERMITTED DISCLOSURES

Receiving Party may disclose Confidential Information to the extent required by law, regulation or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement to allow Disclosing Party a reasonable opportunity to seek a protective order or other remedy, and discloses only that portion of the Confidential Information that is legally required.

6. TERM AND RETURN OF MATERIALS

6.1 The obligations of Receiving Party under this Agreement with respect to Trade Secrets shall continue for so long as such information remains a trade secret under applicable law. For other Confidential Information, Receiving Party's obligations shall survive for a period of years from the date of disclosure.

6.2 Upon termination of this Agreement or upon written request of Disclosing Party, Receiving Party shall promptly return or destroy all materials embodying Confidential Information and shall certify in writing within thirty (30) days that it has complied with this obligation, except that Receiving Party may retain one copy of Confidential Information solely for archival and compliance purposes subject to the confidentiality obligations herein.

7. REMEDIES

Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or in equity, without the requirement of posting bond.

8. NO LICENSE OR TRANSFER

Nothing in this Agreement grants Receiving Party any license or other rights, by implication, estoppel or otherwise, under any patents, copyrights, trade secret rights or other intellectual property rights of Disclosing Party, except the limited right to use Confidential Information for the permitted purpose.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Disclosing Party represents that, to the best of its knowledge, it has the right to disclose the Confidential Information to Receiving Party.

10. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement without such consent to any successor by merger or acquisition or to any purchaser of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

11. 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 designate in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, first-class postage prepaid.

12. AMENDMENT; WAIVER

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

13. GOVERNING LAW

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

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, proposals, negotiations, representations and understandings, whether written or oral, relating to such subject matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic and legal intent of the parties.

16. 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 sent by electronic means shall be deemed original signatures for all purposes.

17. DESIGNATION OF TRADE SECRETS

Disclosing Party may designate particular items as Trade Secrets by marking written materials or, in the case of oral disclosures, by providing written confirmation within thirty (30) days after such oral disclosure. A non-exhaustive description of categories of Trade Secrets being disclosed under this Agreement is provided below.

ADDITIONAL PROVISIONS

The parties agree to cooperate in good faith to implement reasonable security measures to protect Confidential Information and to execute further documents reasonably necessary to carry out the intent of this Agreement. Each party shall be responsible for breaches by its representatives to the same extent as if such party had committed the breach.

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