This Non-Disclosure Agreement (this “Agreement” or this “Non-Disclosure Agreement”) is made on the [[effective_date]] by and between:

1. [[client_name]] a [[client_type]] Registered in the State of [[client_state]], having its principal place of business at [[client_address]] (hereafter "Client").

2. [[company_name]] a [[company_type]] Registered in the State of [[company_state]], having its principal place of business at [[company_address]] (hereafter "Company").

WHEREAS

Each of the undersigned parties understands that all parties have a desire to establish a consulting or other similar business relationship.

Both parties have disclosed or may disclose information & trade secrets relating to their business (including, without limitation, client communications and customer lists, computer programs, technical drawings, graphics & media files, algorithms, scripts, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information), which to the extent previously, presently, or subsequently disclosed is hereinafter referred to as “Proprietary Information”. “Proprietary Information” also includes proprietary or confidential information of any third party who may disclose such information to either party in the course of either party’s business. The party who discloses Proprietary Information is hereinafter referred to as “Disclosing Party” and the party who receives this information is hereinafter referred to as “Receiving Party.” In consideration of the parties’ discussions and any access to Proprietary Information of either party, all parties make the following agreements:

AGREEMENTS

a) To hold all Proprietary Information disclosed by either party in the strictest of confidence and to take the same degree of care to protect such information as it

does with its own Proprietary Information. No less than reasonable care shall be maintained by any party.

b) Company shall be granted the use of Proprietary Information only within the scope and purpose for which it was disclosed; Proprietary Information is to be used only for the benefit of the Client; Company shall not exploit or be permitted to use or exploit Proprietary Information for the benefit of the employee or the benefit of another without the express written permission of the Client.

c) Both parties are forbidden to disclose or use any such Proprietary Information or any information derived there from to any firm, supplier, business, third party or other organization.

d) Both parties are not to reverse engineer, tamper, alter or copy any such Proprietary Information.

e) Both parties are not to export, allow for export, or distribute into the public domain any such Proprietary Information or product thereof.

f) Both parties understand that all records, files, letters, memos, faxes, notebooks, drawings, sketches, reports, collateral, program listings, or other written, audio, magnetic, video, source or other tangible material containing Proprietary Information, whether the author or not, are exclusive property of the Disclosing Party and are entrusted to be used only to the benefit of this relationship, and shall be made available by the Disclosing Party immediately upon request by the Receiving Party.

g) Upon request the Receiving Party shall turn over all Proprietary Information owned by the Disclosing Party and immediately surrender any and all records, files, letters, memos, faxes, notebooks, drawings, sketches, reports, collateral, program listings, or other written, audio, magnetic, video, source or other tangible material containing any such Proprietary Information and any and all copies or extracts thereof.

h) Both parties understand that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses herein. Both parties also shall not disclose the Proprietary Information to those employees who do not have a

need to know such information and, in any event, shall be liable for all improper disclosures by its employees.

Without a grant of any right or license, the parties agree that the foregoing shall not apply with respect to any Proprietary Information that either party can document as being;

AGREEMENTS

a) Made available or becomes available through no improper action or inaction by either party or any agent, consultant, affiliate, Company or employee generally available to the public.

b) Disclosed to it by a third party who did not owe a duty of confidentiality

c) In its possession or known by it without restriction prior to receipt from the other party. d) Independently developed without use of any Proprietary Information by employees who have had no access to such information. Either party may make disclosures required by law or court order provided it uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding. Either party shall immediately give notice to the other of any unauthorized use or disclosure of the other’s Proprietary Information by the party or its employees or agents.

Both parties understand that nothing herein requires:

1. The disclosure of any Proprietary Information of the Disclosing Party or requires that either Party proceed with any transaction or relationship. Both parties understand that except as otherwise agreed in writing, the Proprietary Information which it may receive concerning future plans is tentative and is not intended to represent a contract of employment, nor does it constitute a decision by either party concerning the implementation of such plans. Proprietary Information provided to either party hereunder does not represent a commitment by either party to purchase or otherwise acquire any products or services from the other party. If either party desires to purchase or otherwise acquire any products or services from the other party, the parties will execute a separate written agreement to govern such transactions.

2. This agreement supersedes all prior agreements, whether written or oral, between both the Disclosing & Receiving Parties as relating to the subject matter of this agreement. This agreement may not be altered, modified, amended or discharged, in whole and in part without the express written permission of both the Disclosing and Receiving Parties.

COMMUNICATIONS

This Agreement shall govern all communications, whether electronic, written, oral, or other medium between the parties made during the term of this Agreement.

TERMINATION

This Agreement shall expire upon thirty (30) days written notice by either party; provided, however, a Receiving Party’s obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed prior to the expiration of this Agreement. Both the disclosing and receiving party’s obligations shall survive the termination of his/her employment and shall be binding upon all heirs, executors, administrators, and legal representatives.

REMEDY OF LAW

Both parties acknowledge and agree that due to the nature of the Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm. Upon any such breach or any threat thereof, the party disclosing the information shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by a court to be overbroad as to scope, such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear.

GENERAL PROVISIONS

NON-COMPETE

Company agrees not to compete with Client during the duration of this agreement, including any extensions of the agreement, and for a period of 12 months after the termination of this agreement. During this period, Company and its agents or employees, together or separately, will not work for, advice, consult with, serve, or assist directly or indirectly, any party who competes with Client. Company, and its agents and employees, together and separately, also agree not to recruit, solicit, or hire or help another party to recruit, solicit, or hire any of Client’s employees, consultants, or other personnel during and for a period of one (1) year following the

termination of this agreement without the written consent of Client. Company is responsible for procuring the agreement of its agents and employees assigned to perform services under this agreement to this Non-competition clause of agreement, above, during their assignment and for a period of one year after the termination of their assignment.

GOVERNING BODY

This Agreement shall be governed by the laws of the State of [[govern_state]] with disregard to conflicts of law principles. The State of Federal Courts located in or with jurisdiction over [[venue_county]], [[govern_state]] shall have exclusive jurisdiction over any claim or action brought to enforce the terms and conditions of this Agreement.

ELECTRONIC SIGNATURES

Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

ENTIRE AGREEMENT

This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys’ fees.

BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of Client and Company and their respective successors and assigns, provided that Company may not assign any of his obligations under this Agreement without Client’s prior written consent.

EFFECTIVE DATE

This Agreement is valid from the moment of its signing by the Parties.

COMPANY REPRESENTATIVE

Date: __________________

CLIENT REPRESENTATIVE

Date: __________________