SAMPLE NONDISCLOSURE AGREEMENT (FOR AN INDIVIDUAL EMPLOYEE)

This Employee Nondisclosure Agreeent ("Agreement") is dated [_____________]. I, the undersigned, _________________, of __________________ ______________ hereby covenant towards [_____________], with an address at [_____________] and towards any corporation controlled by it (hereinafter "Company") as follows:

1. To keep absolutely secret, and, during the period of my employment and/or the provision by me of services to Company as well as subsequent thereto, to not disclose and not convey at any time whatsoever -- to any person and/or body whatsoever, any information, knowledge and confidential documents concerning Company's plans and/or activities, and/or manufacturing procedures used therein, and/or concerning its products and/or the development thereof and/or any defense, commercial or industrial information owned by it and/or any professional secret whatsoever (all the foregoing being hereinafter referred to as the "Information"), coming to my knowledge, directly and/or indirectly, during the course of and in consequence of my employment and/or the provision of my services to Company.

2. Not to make any use of and not to convey the Information and/or any part thereof in any form and manner either personally or through others, directly or indirectly, at any time, and, not to make use of nor convey all or any of the Information now and/or hereafter reaching my knowledge in the circumstances detailed above, without receiving the prior written consent of Company thereto. In the event I wish to use the Information or any part thereof, I shall apply Company with a request to grant me permission to do so in consideration of such payment and on the terms as shall be agreed upon between us in writing.

3. Not, after my employment and/or the performance of my task and/or providing the services provided by me to Company have been completed, to keep in my possession any document, instrument or item given to me and/or which has reached me by reason of my employment, performance of such task and/or provision of my services to Company.

4. I agree to refrain from conveying the same to the knowledge of any unauthorized person and/or body unless and to the extent that the performance of my task with which I am charged obliges me to do.

5. I hereby confirm that I have read and understood the contents of this Agreement.

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 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: ________________________________