MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the “Agreement”) is made effective as of _____________, 200__ between [Company 1] and [Company 2].

1. Definitions. “Confidential Information” means all (a) written information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) marked “confidential” or with a similar legend, or (b) oral information identified as confidential when disclosed to the Receiving Party and thereafter summarized in a writing marked “confidential” sent to the Receiving Party within 10 days of disclosure. The disclosure “Purpose” is ____________________ (if the foregoing is blank, the Purpose is to evaluate the desirability of a commercial relationship between the parties).

2. Restrictions. For 3 years following the date the Disclosing Party discloses a Confidential Information item, the Receiving Party: (a) may disclose the item only to employees who need to know; (b) shall not disclose the item to any third party, except to the extent disclosure is compelled by law; (c) may use the item only for the Purpose; (d) shall not reproduce the item; (e) shall not reverse engineer, decompile, or disassemble any disclosed software; and (f) shall not directly or indirectly export the item in violation of the law.

3. Exclusions. Sections 2(a)-(d) do not apply to a Confidential Information item which: (a) is or becomes generally known through no action or failure to act by the Receiving Party; (b) the Receiving Party knows at the time of disclosure; (c) a third party legitimately discloses to the Receiving Party; or (d) the Receiving Party independently develops without using the other party’s Confidential Information.

4. Ownership. All Confidential Information remains the Disclosing Party’s property and, upon the Disclosing Party’s written request, shall be returned or destroyed. This Agreement does not grant any licenses (expressly, by implication, by estoppel or otherwise) to trademarks, copyrights or patents.

5. Equitable Remedies. The parties acknowledge that monetary damages may not adequately remedy an unauthorized use or disclosure of Confidential Information, and each party may (without waiving any other rights or remedies) seek injunctive or equitable relief to remedy such a breach.

6. General. This Agreement is governed by _______ law excluding its conflicts of laws principles. This Agreement is the entire agreement, and supersedes all prior or contemporaneous oral or written agreements and understandings, between the parties regarding its subject matter. The Agreement may be changed only by a writing signed by both parties. If any provision is unenforceable, that provision shall be severed and the other provisions shall continue in full force and effect.

[Company Name] [Company Name]

[Company Address] [Company Address]

By: By:

Title: Title: