Nondisclosure Agreement Form

Non disclosure agreement form made as of _______________________ between ____________________________________, of ______________________________________ (the “Discloser”) and ______________________________, of ___________________________ (the “Recipient”).

WHEREAS Discloser owns, possesses or controls certain trade secrets, and proprietary and confidential information acquired through the expenditure of time, effort and money, of a technical and business nature relating to _______________________________ (the “Information”); and

WHEREAS Recipient desires to receive, and Discloser is willing to supply, the Information on the terms and conditions set out herein, solely for the purpose of investigating ____________________________________ (the “Purpose”);

NOW THEREFORE NONDISCLOSURE AGREEMENT FORM WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows:

1. Discloser shall at its discretion provide such of the Information to Recipient as is required for the Purpose, verbally or in writing. Nothing in Non disclosure agreement form obligates Discloser to make any particular disclosure of Information.

2. All right, title and interest in and to the Information shall remain the exclusive property of Discloser and the Information shall be held in trust and confidence by Recipient for Discloser. No interest, license or any right respecting the Information, other than expressly set out herein, is granted to Recipient under Non disclosure agreement by implication or otherwise.

3. Recipient shall use all reasonable efforts to protect Discloser’s interest in the Information and keep it confidential, using a standard of care no less than the degree of care that Recipient would be reasonably expected to employ for his own similar confidential information. In particular Recipient shall not directly or indirectly disclose, allow access to, transmit or transfer the Information to a third party without the Discloser’s prior written consent. Recipient shall disclose the Information only to those persons who have a need to know the Information for the Purpose and who have been approved by the Discloser to receive the Information. Recipient shall, prior to disclosing the Information to such employees and consultants, issue appropriate instructions to them to satisfy its obligations herein and obtain their written agreement to receive and use the Information on a confidential basis on the same conditions as contained in Nondisclosure agreement.

    

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IN WITNESS WHEREOF the parties have executed Non-disclosure agreements as of the date first above written.

___________________________                                    ______________________________

Signature of Discloser                                                       Name of Discloser

___________________________                                    ______________________________

Signature of Recipient                                                                                                                                                                                      Name of Recipient