NON DISCLOSURE AGREEMENT

This mutual nondisclosure agreement (the “Agreement”) is made between ___________________ (“Disclosing Party”), with offices located at _______________________________, and with _________________________________ (“Receiving Party”), with offices located at _______________________________ ,and will be effective as of, (the “Effective Date”). In connection with discussions regarding potential business transactions between the parties may each disclose confidential information to the other. In order to protect the confidential nature of such information, the parties agree as follows:

1. Definition of Confidential Information: As used in this Agreement, “Confidential Information” means any nonpublic information of a party, in oral, written, graphic or machine-readable form, including without limitation that which relates to patents, patent applications, research, product plans, products, inventions, processes, designs, algorithms, source code, programs, business plans, agreements with third parties, services, customers, marketing, finances or information gained by a party as a result of its discussions with the other party’s personnel or business relationships, which is designated as confidential or proprietary by the disclosing party at the time of disclosure, or which considering all the circumstances surrounding the disclosure, ought reasonably to be understood by the receiving party to be confidential.

2. Acknowledgment of Confidentiality: Receiving Party acknowledges that they may be exposed to confidential and proprietary information of Disclosing Party.

   1. Confidential Information does not include:

      1.  Information already known by the Receiving Party;

      2. information in the public domain through no wrongful act of the Receiving Party; or

      3. information received by the Receiving Party from a third party who was free to disclose it.

3. Covenant Not to Disclose: The Receiving Party agrees not to use, commercialize, or disclose any Confidential Information to any person or entity except as the Disclosing Party approves in writing. The Receiving Party agrees to use at least the same degree of care in safeguarding the Confidential Information as it uses in safeguarding their own confidential information.