Confidentiality Assured with NDAs

This Non-Disclosure Agreement (this “Agreement”) governs the disclosure of information by and between XXXX and _______________________ (“Company” or “Individual”, as the case may be) as of ______________ (the “Effective Date”).

1.As used herein, “Confidential Information” means any and all technical and non-technical information provided by either party to the other, including but not limited to information regarding (a) patent and patent applications, (b) trade secret, and (c) proprietary information, mask works, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.

2.Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. Notwithstanding the above, the party to whom Confidential Information was disclosed (the “Recipient”) shall not be in violation of this Section 2 with regard to a disclosure that was in response to a valid order by a court or other governmental body, or pursuant to rules and regulations of any stock exchange or stock association in which securities of the Recipient or its representatives may be traded from time to time, provided that the Recipient provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information and the Recipient or its representatives only furnish that portion of the Confidential Information which, in the judgment of Recipient’s counsel, Recipient is required to disclose. Expressly subject to Section 4, any Confidential Information disclosed pursuant to this Section 2 shall remain treated as Confidential Information under this Agreement in all other respects. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

3.Each party shall immediately notify the other in the event of any loss or unauthorized disclosure of any Confidential Information of the other party.

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