NONDISCLOSURE SAMPLE (FOR CORPORATIONS SHARING WITH SOFTWARE CONSULTANTS)

This Nondisclosure Agreement ("Agreement") is dated [_____________]. In connection with a proposed business relationship, [_____________] ("Company") has disclosed or may disclose to you business information, technical information and/or ideas ("Proprietary Information").

In consideration of any disclosure and any negotiations concerning the proposed business relationship, you agree as follows:

1. You will use your diligent, good faith efforts to hold in confidence and not possess or use (except to evaluate within the U.S. the proposed business relationship) or disclose any Proprietary Information except information you can document (a) is in the public domain through no fault of yours, (b) was properly known to you, without restriction, prior to disclosure by Company, (c) was properly disclosed to you by another person without restriction, or (d) was required to be disclosed by a court of competent jurisdiction.

2, In any event you will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information.

3. The foregoing does not grant you a license in or to any of the Proprietary Information.

4. If you decide not to proceed with the proposed business relationship or if asked by Company, you will promptly return all Proprietary Information and all copies, extracts and other objects or items in which it may be contained or embodied.

5. You will promptly notify Company of any unauthorized release of Proprietary Information of which you obtain actual knowledge.

6. You understand that this statement does not obligate Company to disclose any information or negotiate or enter into any agreement or relationship.

7. You acknowledge and agree that due to the unique nature of the Proprietary Information, any breach of this agreement would cause irreparable harm to Company for which damages are not an adequate remedy and that Company shall therefore be entitled to equitable relief in addition to all other remedies available at law, except for consequential or special damages.

8. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information until you can document that it falls into one of the exceptions stated in Paragraph 1 above.

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 you in whole or in part without the prior written consent of Company and Servicer. 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.

ACKNOWLEDGED AND AGREED:

INDIVIDUAL

By: __________________________________
Print Name: ___________________________
Address: ________________________________