NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into on (the "Effective Date"), by and between:

AND

WHEREAS, the Disclosing Party and the Receiving Party (collectively, the "Parties") intend to engage in discussions regarding (the "Purpose"); and

WHEREAS, in connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party;

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the Parties agree as follows:

1. Confidential Information. "Confidential Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of Receiving Party. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
3. Exclusions from Confidentiality. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; or (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives.
4. Term. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect for or until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
5. Return of Materials. Upon the written request of the Disclosing Party, the Receiving Party shall immediately return all tangible materials representing the Confidential Information to the Disclosing Party, and permanently erase all electronic records.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date first above written.