This Nondisclosure Agreement ("Agreement") is made as of Date __________, between Company Name Inc, ("Company"), and Person Name, of Company Name, www.URL.com ("Confidant").

WHEREAS, Company and Confidant are agreeing to the pursuit of the business purpose of [business purpose] for the Company.

WHEREAS, Company is willing to disclose Confidential Information to Confidant in strict accordance with the terms of Agreement for the sole purpose of Confidant assessing the Business Purpose.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and the mutual agreements set forth herein, each party agrees as follows:

1. Confidential Information. As used in Agreement, "Confidential Information" means any information not readily available to the public, and includes not only technical information but also business information, disclosed, either orally or in writing, by Company to Confidant. Without limiting the generality of the foregoing, Confidential Information includes business strategies, technology, concepts, experimental data, product design, research and development data and agreements, formulae, materials, marketing data and plans and financial data, and any intellectual property therein or related thereto. Confidential Information is a special, valuable and unique asset of Company.

2. Exclusions. Confidential Information does not include information that Confidant can demonstrate: a. Is now, or hereafter becomes, through no act or failure to act on the part of Confidant, generally known or available to the public; b. Was rightfully known by Confidant before receiving such information from Company without breach of any confidence herein; or c. Is hereafter rightfully obtained by Confidant from a third party, without breach of any obligation to Company.

3. Obligations. Confidant agrees:
4. a. To hold Confidential Information in strict confidence for a period of five years from date of signature;
4. b. Not to disclose such Confidential Information to any third party, except as specifically authorized herein or as specifically authorized by Company in writing;
4. c. To use all reasonable precautions, consistent with Confidant's treatment of its own confidential information of a similar nature, to prevent the unauthorized disclosure of Confidential Information; and 4. d. Not to use any Confidential Information for any purpose other than Business Purpose.

5. Permitted Disclosures. Confidant may disclose Confidential Information to its responsible employees and professional advisers with a bona fide need to know such Confidential Information, but only to the extent necessary to carry out Business Purpose, and only if such employees are advised of the confidential nature of Confidential Information and the terms of Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of Confidential Information. Confidential Information shall only be used for Business Purpose. Confidant shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case, using no less than a reasonable degree of care. Confidant agrees that it will keep in confidence all Confidential Information and that it will not, directly or indirectly, disclose Confidential Information to any third party without the written consent of Company. Company Logo Nondisclosure Agreement Non-Disclosure Agreement

6. Required Disclosures. Confidant may disclose Confidential Information if and to the extent that such disclosure is required by applicable law, provided that Confidant uses reasonable efforts to limit the disclosure by means of a protective order or a request for confidential treatment, and provides Company a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Confidant agrees to cooperate with Company in seeking an order or other remedy to preclude such disclosure. Confidant further agrees that if Company is not successful in precluding the requesting legal body from requiring the disclosure of Confidential Information, it will furnish only that portion of Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information.