NON-DISCLOSURE AGREEMENT
[Name]______________________________________ [Address]_______________________
and [Name]_____________________________ [Address]_____________________________
agree to enter into a mutual confidential business relationship for the purpose of
____________________________________________________________________________.
In order to achieve this purpose, each party may acquire valuable trade secrets and/or confidential
and proprietary information of the other party or its affiliates. In consideration of the foregoing, it
is hereby agreed that:
1. Confidential Information means all confidential and proprietary information which is
disclosed by one party to the other party and is clearly labeled as confidential or proprietary
or is disclosed orally is followed up in writing within 30 days of the oral disclosure
identifying the subject matter which is confidential or proprietary.
2. Each party agrees not to use the Confidential Information for any purpose whatsoever except
for the purposes set forth above. Each party agrees not to disclose the Confidential
Information to any third person and only disclose the confidential information to its
employees and those of its affiliates who have a need to know and who agree to keep such
information confidential. Each party agrees that it shall protect the confidentiality of, and
take reasonable steps to prevent disclosure or unauthorized use of, the Confidential
Information in order to prevent it from falling into the public domain or the possession of
persons not legally bound to maintain its confidentiality, provided that in no event shall such
party's obligations exceed the reasonable standard of care taken to protect its own
confidential information of like importance. Each party will promptly advise the other party
in writing of any misappropriation or misuse by any person of such Confidential Information
and provide assistance to the injured party in any legal proceedings related thereto. Each
party a