NONDISCLOSURE FORM (FOR TRADE SECRETS)

This is an Nondisclosure Agreement ("Agreement"), effective [_____________], between [_____________] (the "Discloser") and [_____________] (the "Recipient"), in which Discloser agrees to disclose, and Recipient agrees to receive, certain trade secrets of Discloser on the following terms and conditions:

1. Trade Secret Information: Recipient understands and acknowledges that the following information constitutes trade secrets belonging to Discloser: [_____________]

2. Trade Secret Secrecy: Recipient understands and acknowledges that Discloser's trade secrets consist of information and materials that are valuable and not generally known by Discloser's competitors, and include:

(a) Any and all information concerning Discloser's current, future or proposed products, including, but not limited to, unpublished computer code (both source code and object code), drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, product development agreements and related agreements;

(b) Information and materials relating to Discloser's purchasing, accounting and marketing, including, but not limited to, marketing plans, sales data, unpublished promotional material, cost and pricing information and customer lists; and

(c) Information of the type described above which Discloser obtained from another party and which Discloser treats as confidential, whether or not owned or developed by Discloser.

3. Purpose of Disclosure: Recipient shall make use of Discloser's trade secrets only for the purpose of technical development of product functionality, product enhancements, or other contract arrangements.

4. Nondisclosure: In consideration of Discloser's disclosure of its trade secrets to Recipient, Recipient agrees that it will treat Discloser's trade secrets with the same degree of care and safeguards that it takes with its own trade secrets, but in no event less than a reasonable degree of care. Recipient agrees that, without Discloser's prior written consent, Recipient will not: (a) disclose Discloser's trade secrets to any third party; (b) make or permit to be made espies or other reproductions of Discloser's trade secrets or computer code, or allow access to Discloser's computer servers with root or client access privileges; (c) make any commercial use of the trade secrets; and (d) disclose Discloser's trade secrets to Recipient's employees, agents and consultants unless: (i) they have a need to know the information in connection with their employment or consultant duties and (ii) they personally agree in writing to be bound by the terms of this Agreement.

5. Return of Materials: Upon Discloser's request, Recipient shall promptly (within 30 days) return all original materials provided by Discloser and any copies, notes or other documents in Recipient's possession pertaining to Discloser's trade secrets.

6. Exclusions: This Agreement does not apply to any information which:

(a) was in Recipient's possession or was known to Recipient, without an obligation to keep it confidential, before such information was disclosed to Recipient by Discloser;

(b) is or becomes public knowledge through a source other than Recipient and through no fault of Recipient;

(c) is independently developed by or for Recipient;

(d) is or becomes lawfully available to Recipient from a source other than Discloser; or

(e) is disclosed by Recipient with Discloser's prior written approval.

7. Term: This Agreement and Recipient's duty to hold Discloser's trade secrets in confidence shall remain in effect until the above-described trade secrets are no longer trade secrets or until Discloser sends Recipient written notice releasing Recipient from this Agreement, whichever occurs first.

8. No Rights Granted: Recipient understands and agrees that this Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Discloser's trade secrets, computer code, computer technology belonging to Discloser to Recipient. All rights of work performed by Recipient at the request of Discloser shall become the intellectual property of Discloser.

9. Warranty: Discloser warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY DISCLOSER UNDER THIS AGREEMENT. ANY INFORMATION DISCLOSED UNDER THIS AGREEMENT IS PROVIDED "AS IS."

10. Injunctive Relief: Recipient recognizes and acknowledges that any breach or threatened breach of this Agreement by Recipient may cause Discloser irreparable harm for which monetary damages may be inadequate. Recipient agrees, therefore, that Discloser shall be entitled to an injunction to restrain Recipient from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing Discloser from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement.

11. 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.

DISCLOSER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

RECIPIENT

By: __________________________________
Print Name: ___________________________
Title: ________________________________