MUTUAL NONDISCLOSURE AGREEMENT
This Agreement is made and entered into by and between ___________________ ("Company1") and ____________________ ("Company2").
COMPANY1 and COMPANY2 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. COMPANY1 and
COMPANY2 desire to protect confidential or proprietary information delivered to the other party.
Therefore, in consideration of the mutual agreements set forth herein, COMPANY1 and COMPANY2 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 ot