NONDISCLOSURE CONFIDENTIALITY AGREEMENT (FOR CORPORATIONS MUTUALLY SHARING CONFIDENTIAL INFORMATION-STANDARD OF CARE AND NEED TO KNOW REQUIREMENTS)

All parties below acknowledge that, by reason of their relationship, they may have access to certain information and materials concerning the other's business, plans, products and technical data which are confidential and of substantial value which would be impaired if such information were disclosed to third parties. Accordingly, for the purposes of protecting and preserving the confidential and/or proprietary nature of information to be disclosed or made available by each party to the others under this Mutual Nondisclosure Agreement ("Agreement"), the parties hereto agree as follows:

1. Confidential Information. For the purposes of this Agreement, "Confidential Information" means any technical, business, financial, contractual terms and conditions or other information or data furnished by one party to the other: (i) in written or other tangible form marked with a proprietary legend, or (ii) in oral or visual form, identified as being confidential at the time of the disclosure and thereafter summarized in a writing which identifies the Confidential Information and is transmitted to the receiving party within thirty (30) days after such oral or visual disclosure.

2. Period of Protection. The period of protection during which Confidential Information received pursuant to this Agreement shall be subject to an obligation of confidentiality and protection is five (5) years from the date of first receipt of the Confidential Information.

3. Standard of Care. The standard of care which each party shall be required to employ in protecting and handling a Confidential Information received pursuant to this Agreement is the same degree of care which the receiving party uses to protect and safeguard its own Confidential Information of the kind, but not less than a reasonable degree of care.

4. Restrictions on Use. Confidential Information shall be used solely for internal evaluation and use pertaining to the purpose of this Agreement and shall not otherwise be used for the benefit of the receiving party or others. Confidential Information shall be disclosed only to the employees of the receiving party who have a "need to know" and executed an internal nondisclosure agreement.

5. Information Not Subject to Confidentiality. The Confidential Information of a party shall not include and the foregoing obligations shall not apply to information or data which: (i) was generally available to the public at the time of receipt from the disclosing party, or thereafter to have become generally available to the public; (ii) is known to the receiving party on a non-confidential basis prior to its receipt from the disclosing party; (iii) disclosed with the prior written consent of the disclosing party; (iv) becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party; (v) was required to be disclosed pursuant to law; (vi) developed independently by personnel of the receiving party who had no substantive knowledge of the disclosing party's Confidential Information at the time of such independent development.

6. No License. The disclosure of Confidential Information shall not be construed as granting either a license under any patent, patent application or any right of ownership in said Confidential Information.

7. Equitable Relief. The receiving party acknowledges and agrees that in the event of a breach or threatened breach of any provision of this Agreement, the disclosing party shall have no adequate remedy at law and shall therefore be entitled to apply to enforce any such provision by temporary or permanent injunctive or mandatory relief obtained in any court without the necessity of proving damages, posting any bond or other security, and without prejudice or diminution of any other rights or remedies which may be available at law or in equity.

8. Termination. This Agreement may be terminated by either party giving the other parties a thirty (30) day termination notice in writing. Upon expiration or termination of this Agreement, each party shall cease all use of the other party's Confidential Information and return to the other party all tangible copies of the other party's Confidential Information.

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.  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 either party in whole or in part without the prior written consent of the other party. Any transfer, assignment, delegation or sublicense by a party without the other party's prior written 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.

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.

PARTY-1: ____________________________

By: __________________________________
Print Name: ___________________________
Title: ________________________________

PARTY-2: ____________________________

By: __________________________________
Print Name: ___________________________
Title: ________________________________