MUTUAL NON-DISCLOSURE AGREEMENT

  Mutual Nondisclosure Agreement, made this ___________ day of _________________ , 2009 (the "Effective Date") by and between ______________________________________________________ (hereinafter "ENTER SHORT NAME OF PARTY 1") and ______________________________________________________ (hereinafter "ENTER SHORT NAME OF PARTY 2).  Collectively referred to herein as the "Parties."

 WHEREAS, both Parties intend to disclose to each other proprietary and confidential information for the purpose of _______________________________________________________.

 NOW, THEREFORE, in consideration of the mutual exchange of Information, and for other good and valuable consideration, the Parties agree as follows:

1. Proprietary and confidential information (hereinafter referred to as "Information") means any information, oral or written, that is not generally known outside of the disclosing Party including, but not limited to, the following: (1) information relating to the disclosing Party's unique marketing strategies, products, designs, methods of promotions or research; (2)information relating to the disclosing Party's business operations such as its marketing plans, customer lists, pricing, and pricing methods, as well as its personnel and organizational data; and (3)information such as documentation, materials, flow charts, codes, software, computer instructions, techniques, models, diagrams, know-how, trade secrets, data, inventions, patent applications, and similar or related materials disclosed in connection with Mutual Non Disclosure Agreement.  Information may include proprietary information or data supplied by organizations or persons not a Party to Mutual Non-Disclosure Agreement, only to the extent that the disclosing Party has rights to disclose such information.  Where possible, each Party shall identify any Information disclosed hereunder with an appropriate, conspicuous legend (such as "Proprietary" or "Confidential").  When practical, non-tangible disclosures (i.e., discussions, briefings, etc.) identified as proprietary or company-confidential at the time of disclosure will be summarized in writing, identified with a legend as described above, and forwarded to the other Party within thirty (30) days of disclosure.  Each Party's duty to protect such Information shall commence from initial disclosure.

2. Each Party shall hold each other's Information in strict confidence and shall use it only for the purpose of Mutual non disclosure.  Each Party shall limit distribution of each other's Information only to those individuals within its organization who have a need to know such Information in connection with Mutual nondisclosure.  Neither Party shall disclose any of the other Party's Information to any other person, organization, or corporation without the other Party's prior written approval.

3.  Each Party shall protect....

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