NDA FORM (FOR CORPORATIONS SHARING WITH INDIVIDUAL CONSULTANTS)

The purpose of this Agreement is to establish an understanding of confidentiality between you and [_____________] (the "Company") with respect to a planned disclosure to you of information, data and materials relating to [_____________], including intended use, company business plans, results, and target markets ("Proprietary Information") for the purpose of helping you to conduct your duties and/or to determine the desirability of entering into a business relationship. It is extremely important to us that the disclosure be in confidence and that the information disclosed be maintained confidential and secret. Accordingly, we would appreciate your assurance in advance that the disclosure will be under the following conditions:

1. You will hold in confidence and not use (except for conducting your duties and/or determining the desirability of entering into a business relationship with the Company) or disclose any Proprietary Information, except information you can document in writing (a) as in the public domain, (b) was known to you prior to disclosure by the Company, or (c) was properly disclosed to you by another person without restriction.

2. No prints or other reproductions shall be made of documents or other record bearing media disclosed to you, nor shall information be copied therefrom.

3. All such documents and media shall be returned to us upon demand, and in any event, when your need for them no longer exists.

4. You will promptly notify the Company of any unauthorized release of Proprietary Information.

5. You understand that this Agreement does not obligate the Company to disclose any information or negotiate or enter into any agreement or relationship with you.

6. You agree that we shall, without further consideration, have sole ownership to all ideas relevant to our Proprietary Information, whether patentable or not, which arise from your evaluation.

7. It is understood that the disclosure to be made is not a public disclosure or sale or offer for sale of any Company product or equipment, but is made for the limited purpose of enabling you to enter into a business relationship with the Company.

8. You acknowledge and agree that, due to the unique nature of the Proprietary Information, any breach of this Agreement would cause irreparable harm to the Company and that the Company shall therefore be entitled to apply for equitable relief without posting a bond or security, in addition to all other remedies available by law.

ACKNOWLEDGED AND AGREED:

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