MUTUAL NONDISCLOSURE AGREEMENT
This Agreement is made and entered into by and between Accusoft Corporation ("AC") and ZZZ ("XXX").
AC and XXX desire to pursue certain discussions regarding their respective businesses. In the course of those discussions, either party may
disclose to the other certain information that is confidential or proprietary to such party or others. AC and XXX desire to protect confidential
or proprietary information delivered to the other party.
Therefore, in consideration of the mutual agreements set forth herein, AC and XXX agree as follows:
1. Wherever used in the Agreement, the term "Confidential Information" will mean any information concerning, or samples of, the
disclosing party's current or future products, technology, computer programs, business plans, financial information, marketing plans,
prospective or existing customers and vendors or other information which is marked or otherwise designated as confidential or proprietary by
the disclosing party. Notwithstanding the foregoing, the term "Confidential Information" will not include any information which the
receiving party can prove (a) was known by the receiving party without any restriction as to use or disclosure prior to receiving the same
directly or indirectly from the disclosing party; (b) is lawfully and independently developed or acquired by the receiving party without the use
of the Confidential Information; or, (c) is lawfully disclosed to the receiving party by a third party without any obligation of confidentiality.
2. Each party will:
(a) copy or use Confidential Information received from the other party only for the purpose described in paragraph 9, and
(b) disclose such Confidential Information only to (i) those of its employees who require knowledge of the same for the purpose described in
paragraph 9, and (ii) such other persons or entities as the disclosing party may identify in writing; provided such employees and other
authorized or entities are obligated and agree to maintain the confidentia