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 other authorized or entities are obligated and agree to maintain the confidentiality of the Confidential Information and otherwise comply with the terms of this agreement. 3. Each party will keep the Confidential Information of the other party that it receives confidential and under access and use restrictions sufficient to protect copying, use or disclosure thereof which violates this Agreement. Such restrictions will be at least as stringent as those applied to the receiving party's most valuable confidential and proprietary information. 4. Neither party will remove, obscure or alter any notices of patent, copyright, trade secret or other proprietary right present on or in any manifestation of the other party's Confidential Information without the other party's prior written authorization. 5. Each party upon the written request of the other party shall return to the requesting party all documents, media and other tangible items which embody any Confidential Information of the requesting party and erase any such Confidential Information then resident in computer memory. 6. This Agreement is specifically enforceable by either party without proof of monetary damages. In any action to enforce this Agreement, the prevailing party shall be entitled to recover, in addition to all other relief, its reasonable attorneys' fees, costs and expenses incurred in such enforcement action. 7. This Agreement sets forth the entire agreement of the parties with respect to the use and disclosure of the Confidential Information of the other party. This Agreement will be construed and enforced in all respects in accordance with the laws of the state of Florida without reference to its choice of law rules. The parties agree to submit to the personal jurisdiction of the courts located in the state of Florida in connection with any legal action to enforce or on account of any breach of this Agreement. The obligations under this Agreement shall survive the termination of the discussions or business relationship between COMPANY1 and COMPANY2. 8. This Agreement does not grant, to either party, any commercial rights to any exchanged software, technology, know-how or products. 9. Confidential Information will be disclosed by either party to the other only for evaluation of the other party's product(s) or technology to determine whether to license, recommend, purchase or distribute the same. _________________________: _________________________: By: By: Name: Name/Title: Date: Date: