CONFIDENTIALITY SAMPLE (FOR A MEMBER OF THE BOARD OF DIRECTORS)

In connection with your review of certain confidential information of [_____________] (the "Company") as a member of the Company's Board of Directors, we ask that you read and accept the following conditions concerning the Company's disclosure of such information to you (the "Agreement"):

1. "Proprietary Information" shall mean all information obtained by you from or disclosed to you by the Company (I) which relates to the Company's past, present or future research, development or business activities or the results of such activities or (ii) which the Company has received from others and is obligated to treat as confidential or proprietary. Proprietary Information shall not include information previously known to you or publicly disclosed without breach of an obligation of confidentiality, either prior or subsequent to your receipt of such information.

2. You agree that you shall hold all Proprietary Information in confidence and shall not use any Proprietary Information except as may be authorized by the Company in writing.

3. You shall not disclose any such Proprietary Information to any person by publication or otherwise.

4. You further agree that at any time upon request of the Company, you shall return to the Company any and all written or descriptive matter including, but not limited to, financial information, descriptions or other papers or documents that contain any such Proprietary Information, together with all copies thereof.

5. You acknowledge the receipt of consideration.

6. 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.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by you in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by a party without such consent is invalid. 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.

If the foregoing reflects your understanding, please sign this Agreement in the space provided below.

ACKNOWLEDGED AND AGREED:

By: __________________________________
Print Name: ___________________________
Address: ________________________________
Date: ________________________________