CONFIDENTIALITY DISCLOSURE AGREEMENT (FOR A CORPORATION SHARING WITH A SERVICE PROVIDER)

This Confidentiality Disclosure Agreement (the "Agreement") is entered into as of [__________] by RECIPIENT AND DISCLOSER (as defined below).

WHEREAS [_______________], a [_______________] corporation (hereinafter called "RECIPIENT") is interested in obtaining certain proprietary confidential information, including, but not limited to technology, formulae, procedures. designs, discoveries, ideas, specifications, product standards, schedules and marketing plans (collectively, "INFORMATION") which has been and is being developed by [_______________], a [_______________] corporation, having its principal office at [_______________] ("DISCLOSER").

WHEREAS, DISCLOSER possesses INFORMATION relating to [_______________] (hereinafter referred to as "PRODUCT"),

WHEREAS, DISCLOSER has requested that RECIPIENT provide the following services to DISCLOSER: [_______________],

WHEREAS, in order for RECIPIENT to carry out such services, it will be necessary for RECIPIENT to receive from DISCLOSER certain INFORMATION, and

WHEREAS, DISCLOSER is willing subject to the terms and conditions hereinafter set forth to disclose such INFORMATION to RECIPIENT for the sole purpose providing such services ("PURPOSES")

NOW, THEREFORE, in order to induce DISCLOSER to disclose said INFORMATION relating to PRODUCTS to RECIPIENT and for other good and valuable consideration, DISCLOSER and RECIPIENT hereby agree as follows:

1. RECIPIENT shall treat all of the INFORMATION received from DISCLOSER whether transmitted orally or in writing and/or samples received from DISCLOSER with a confidentiality notice affixed (hereinafter "SAMPLES"), as confidential regardless of when transmitted; use such INFORMATION only for the PURPOSES; not disclose such INFORMATION to any third parties, and limit access to such INFORMATION to those of its officers, consultants and employees reasonably requiring same for the PURPOSES. RECIPIENT shall advise each of the persons to whom it provides access to INFORMATION that such persons are strictly prohibited from making any use, publishing, or otherwise disclosing to others, or permitting others to use, any of the INFORMATION. RECIPIENT will require all of its officers, consultants and employees to whom any INFORMATION is received to first execute an acknowledgment of this Agreement. RECIPIENT agrees that if SAMPLES are received from DISCLOSER, not to analyze or cause to be analyzed any SAMPLE, agrees not to provide any third parry with any part of a SAMPLE and agrees, upon request of DISCLOSER or upon completion of the tests by RECIPIENT, to return to DISCLOSER or destroy all unused portions of the SAMPLES.  RECIPIENT acknowledges that any disclosure or misappropriation of any INFORMATION in violation of this Agreement may cause DISCLOSER irreparable harm, the amount of which may be difficult to ascertain and, therefore DISCLOSER shall have the right to apply for a court order restraining any further disclosure or misappropriation and for such other relief as is appropriate, without posting a bond or other security. DISCLOSER does not warrant the completeness or accuracy of the INFORMATION which may be disclosed under this Agreement.

2. The obligations of paragraph 1 shall not apply with respect to any INFORMATION (A) which was known to RECIPIENT on the date of disclosure by DISCLOSER, or (B) which, through no fault of RECIPIENT, is or becomes published or otherwise comes within the public domain, or (C) otherwise properly becomes available to RECIPIENT from a source other than DISCLOSER, or (D) which is developed by RECIPIENT in the course of its normal activities as demonstrated by its records, without reliance on DlSCLOSER's disclosure of INFORMATION.  If RECIPIENT is required by any governmental agency, court or other quasi-judicial or regulatory body to provide any INFORMATION received under this Agreement. RECIPIENT shall not be deemed to be in violation of this Agreement for such disclosure provided that RECIPIENT shall, as promptly as reasonably possible give notice to the DISCLOSER of the requirement to provide such INFORMATION so that the DISCLOSER, in its discretion, may contest the requirement to provide such INFORMATION.

3. The burden of showing that any of the INFORMATION is not subject to the obligations of Paragraph 1 shall rest with the RECIPIENT.

4. This Agreement shall be effective upon the date indicated above, and terminate ten (10) years from such date.

5. Any disclosure of INFORMATION will be in accord with all governmental regulations including regulations controlling the export of technical data from the United States Department of Commerce.

6. RECIPIENT shall obtain no rights of any kind, other than those expressly provided herein, in any INFORMATION by reason of this Agreement. All INFORMATION remains the property of DISCLOSER.

7. RECIPIENT is not authorized to take any copies of written material transmitted by DISCLOSER. Upon termination of this Agreement and upon DISCLOSER's request in writing, RECIPIENT agrees to return to DISCLOSER all INFORMATION as well as any copies or parts thereof in the possession of RECIPIENT.

8. This Agreement shall be binding upon and inure to the benefit of each of the parties, its successors, legal representatives, and assigns. This Agreement shall be assignable by DISCLOSER. Insofar as RECIPIENT is concerned, it may not be assigned, without the written consent of DISCLOSER.  This Agreement is personal to RECIPIENT and may not be assigned by RECIPIENT without the prior written consent of DISCLOSER, which consent may be withheld for any reason or no reason.  Any such assignment without DISCLOSER's consent is invalid.

9.General.
Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

DISCLOSER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

RECIPIENT

By: __________________________________
Print Name: ___________________________
Title: ________________________________