Form: 14-1: Confidentiality Agreement with Third Party

Explanation: The purpose of the form is to allow one party (the “Disclosing Party”) to
give confidential information to another party (the “Recipient”), with an
obligation for the Recipient to keep the information confidential and not
use it for any purpose other then in connection with the proposed
transaction.
 CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT (the result of a breach of this Agreement by Recipient or its
"Agreement") is by and between Representatives.
__________________________________ (hereinafter
"Disclosing Party"), and the undersigned (hereinafter 4. Permitted Disclosures. Recipient may
"Recipient"). disclose Disclosing Party's Confidential Information to
Recipient's responsible Representatives with a bona fide
WHEREAS, Recipient has requested information need to know such Confidential Information, but only to the
from Disclosing Party in connection with consideration of a extent necessary to evaluate or carry out a proposed
possible transaction or relationship between Recipient and transaction or relationship with Disclosing Party and only if
Disclosing Party. such employees are advised of the confidential nature of
such Confidential Information and the terms of this
WHEREAS, in the course of consideration of the Agreement and are bound by a written agreement or by a
possible transaction or relationship, Disclosing Party may legally enforceable code of professional responsibility to
disclose to Recipient confidential, important, and/or protect the confidentiality of such Confidential Information.
proprietary trade secret information concerning Disclosing
Party and his/its activities. 5. Required Disclosures. Recipient may
disclose Disclosing Party's Confidential Information if and to
THEREFORE, the parties agree to enter into a the extent that such disclosure is required by court order,
confidential relationship with respect to the disclosure by provided that Recipient provides Disclosing Party a
Disclosing Party to Recipient of certain information. reasonable opportunity to review the disclosure before it is
made and to interpose its own objection to the disclosure.
1. Definitions. For purposes of this Agreement,
"Confidential Information" shall include all information or 6. Use. Recipient and its Representatives shall
material that has or could have commercial value or other use the Confidential Information solely for the purpose of
utility in the business or prospective business of Disclosing evaluating a possible transaction or relationship with
Party. Confidential Information also includes all information Disclosing Party and shall not in any way use the
of which unauthorized disclosure could be detrimental to the Confidential Information to the detriment of Disclosing Party.
interests of Disclosing Party whether or not such information Nothing in this Agreement shall be construed as granting
is identified as Confidential Information by Disclosing Party. any rights to Recipient, by license or otherwise, to any of
By example and without limitation, Confidential Information Disclosing Party's Confidential Information.
includes, but is not limited to, the following:
7. Return of Documents. If Recipient does not
proceed with the possible transaction with Disclosing Party,
Recipient shall notify Disclosing Party of that decision and
shall, at that time or at any time upon the request of
For purposes of this Agreement, the term Disclosing Party for any reason, return to Disclosing Party
"Recipient" shall include Recipient, the company he or she any and all records, notes, and other written, printed or other
represents, and all affiliates, subsidiaries, and related tangible materials in its possession pertaining to the
companies of Recipient. For purposes of this Agreement, Confidential Information immediately on the written request
the term "Representative" shall include Recipient's directors, of Disclosing Party. The returning of materials shall not
officers, employees, agents, and financial, legal, and other relieve Recipient from compliance with other terms and
advisors. conditions of this Agreement.

2. Exclusions. Confidential Information does 8. No Additional Agreements. Neither the

not include information that Recipient can demonstrate: (a) holding of discussions nor the exchange of material or
was in Recipient's possession prior to its being furnished to information shall be construed as an obligation of Disclosing
Recipient under the terms of this Agreement, provided the Party to enter into any other agreement with Recipient or
source of that information was not known by Recipient to be prohibit Disclosing Party from providing the same or similar
bound by a confidentiality agreement with or other continual, information to other parties and entering into agreements
legal or fiduciary obligation of confidentiality to Disclosing with other parties. Disclosing Party reserves the right, in its
Party; (b) is now, or hereafter becomes, through no act or sole discretion, to reject any and all proposals made by
failure to act on the part of Recipient, generally known to the Recipient or its Representatives with regard to a transaction
public; (c) is rightfully obtained by Recipient from a third between Recipient and Disclosing Party and to terminate
party, without breach of any obligation to Disclosing Party; or discussions and negotiations with Recipient at any time.
(d) is independently developed by Recipient without use of Additional agreements of the parties, if any, shall be in
or reference to the Confidential Information. writing signed by Disclosing Party and Recipient.

3. Confidentiality. Recipient and its 9. Irreparable Harm. Recipient understands

Representatives shall not disclose any of the Confidential and acknowledges that any disclosure or misappropriation of
Information in any manner whatsoever, except as provided any of the Confidential Information in violation of this
in paragraphs 4 and 5 of this Agreement, and shall hold and Agreement may cause Disclosing Party irreparable harm,
maintain the Confidential Information in strictest confidence. the amount of which may be difficult to ascertain, and
Recipient hereby agrees to indemnify Disclosing Party therefore agrees that Disclosing Party shall have the right to
against any and all losses, damages, claims, expenses, and apply to a court of competent jurisdiction for specific
attorneys' fees incurred or suffered by Disclosing Party as a performance and/or an order restraining and enjoining any
such further disclosure or breach and for such other relief as Title:
Disclosing Party shall deem appropriate. Such right of
Disclosing Party is to be in addition to the remedies
otherwise available to Disclosing Party at law or in equity.
Such right of Disclosing Party is to be in addition to the
remedies otherwise available to Disclosing Party at law or in
equity. Recipient expressly waives the defense that a
remedy in damages will be adequate and any requirement in
an action for specific performance or injunction for the
posting of a bond by Disclosing Party.

10. Survival. This Agreement shall continue in

full force and effect at all times.

11. Successors and Assigns. This Agreement

and each party's obligations hereunder shall be binding on
the representatives, assigns, and successors of such party
and shall inure to the benefit of the assigns and successors
of such party; provided, however, that the rights and
obligations of Recipient hereunder are not assignable.

12. Governing Law. This Agreement shall be

governed by and construed in accordance with the laws of
the State of [State]. The parties hereby irrevocably consent
to the jurisdiction of the state and federal courts located in
[City], [State], in any action arising out of or relating to this
Agreement, and waive any other venue to which either party
might be entitled by domicile or otherwise.

13. Attorney's Fees. If any action at law or in

equity is brought to enforce or interpret the provisions of this
Agreement, the prevailing party in such action shall be
awarded its attorneys' fees and costs incurred.

14. Counterparts and Right. This Agreement

may be signed in counterparts, which together shall
constitute one agreement. The person signing on behalf of
Recipient represents that he or she has the right and power
to execute this Agreement.

15. Entire Agreement. This Agreement

expresses the full and complete understanding of the parties
with respect to the subject matter hereof and supersedes all
prior or contemporaneous proposals, agreements,
representations and understandings, whether written or oral,
with respect to the subject matter. This Agreement is not,
however, to limit any rights that Disclosing Party may have
under trade secret, copyright, patent or other laws that may
be available to Disclosing Party. This Agreement may not
be amended or modified except in writing signed by each of
the parties to the Agreement. This Agreement shall be
construed as to its fair meaning and not strictly for or against
either party. The headings hereof are descriptive only and
not to be construed in interpreting the provisions hereof.

Date: ________________

("Disclosing Party")

By:

Title:

("Recipient")

By: