Fill and Sign the Unilateral Nondisclosure Agreement for Use in Technology Transactions Form

3.05 Unilateral Nondisclosure Agreement for Use in Technology Transactions[Letterhead of Target Company] ___________________ ___________________ ___________________ ___________________ Gentlemen: In connection with your consideration of one or more transactions with or involving _____________________ [Name of target company] or its shareholders or affiliates (collectively, the "Company"), the Company is prepared to make available to you certain information. As a condition to such information being furnished to you and your directors, officers, employees, agents or advisors (collectively, "Representatives"), you agree to treat, and to cause your Representatives to treat, any information which is furnished to you or to your Representatives by or on behalf of the Company (collectively, the "Evaluation Material") in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions hereinafter set forth. The term "Evaluation Material" includes, among other things, all notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain, reflect or are based upon any information furnished to you or your Representatives pursuant hereto. The term "Evaluation Material" does not include information that (1) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (2) was within your possession prior to its being furnished to you by or on behalf of the Company pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information, or (3) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives. You will be responsible for any breach of the Agreement by your Representatives. You hereby agree that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the Company and you, that the Evaluation Material will be kept confidential. Notwithstanding the foregoing, you may (1) make any disclosure of such information to which the Company gives its prior written consent, and (2) disclose any such information to your Representatives who need to know such information for the purpose of evaluating a possible transaction with the Company and who agree to keep such information confidential. In addition, you agree that, without the prior written consent of the Company, neither you nor your Representatives will disclose to any person or entity the fact that the Evaluation Material has been made available to you, that discussions or negotiations are taking place with you concerning a possible transaction involving the Company or any of the terms, conditions or other facts with respect thereto (including the status thereof), unless such disclosure is required by law and then only with as much prior written notice to the other party as is practical under the circumstances. In the event that you or any of your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material, you shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, you or any of your Representatives are nonetheless legally compelled to disclose Evaluation Material, you or your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material which is legally required to be disclosed, provided that you exercise reasonable efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material.If you decide that you do not wish to proceed with a transaction with the Company, you will promptly inform the Company of that decision in writing. In that case, or at any time upon the written request of the Company for any reason, you will promptly deliver to the Company all documents (and all copies thereof) furnished to you or your Representatives by or on behalf of the Company pursuant hereto. In the event of such a decision or request, all other Evaluation Material prepared by you or your Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder. Although the Company has endeavored to include in the Evaluation Material information which the Company believes to be relevant for the purpose of your evaluation of a possible transaction with the Company, you acknowledge that neither the Company nor any of its Representatives makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. You agree that neither the Company nor any of its Representatives shall be liable to you or to any of your Representatives in relation to or as a result of use of the Evaluation Material. Without the prior written consent of the Company, you will not, for a period of one (1) year from the date hereof, directly or indirectly, solicit for employment any person employed by the Company or connected with the operation of the Company's business provided that advertisements not targeted at employees of such business placed in newspapers of general circulation and trade journals are not considered solicitations within the meaning of this paragraph. You agree that all communications regarding a possible transaction and all requests for information related thereto will be submitted only to _________________________ [Name of responsible party]. You also agree that neither you nor your Representatives will contact any employee of the Company in connection with your evaluation of the business without the prior approval of ___________________________ [Name of responsible party]. [Add standstill provision if appropriate to context of contemplated transaction.] You agree that unless and until a definitive agreement regarding a transaction between the Company and you has been executed, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this letter agreement except for the matters specifically agreed to herein. The Company reserves the right to assign all of its rights, powers and privileges under this agreement, including, without limitation, the right to enforce all of the terms of this letter agreement. The rights and remedies of the Company under or pursuant to this agreement shall inure to the benefit of the Company and its successors and assigns. This agreement shall not be assigned by you without the prior written consent of the Company. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you or any of your Representatives and that the Company shall be entitled to equitable relief, including but not limited to injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company. This letter agreement shall be governed by and construed in accordance with the laws of the State of ______________, without giving effect to its conflict of laws principles or rules. Except as otherwise provided herein, the obligations under this agreement shall terminate upon the earlier of (i) the closing of a transaction between you and the Company with respect to the subject matter hereof or (ii) the second anniversary of the date of this agreement. This agreement contains the entire agreement between the Company and you concerning the subject matter hereof and no modification or amendment of this agreement or of the terms and conditions hereof will be binding upon either of the parties unless signed by both parties. Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company. Very truly yours, By: _________________ Accepted and agreed as of the date first written above: By:____________________________ Name:__________________________ Title:_________________________