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This Agreement is made by and between , a corporation having its principal place of
business at ("Company") and , a corporation whose principal
mailing address is ("Recipient").
Definition of Confidentiality. As used in this Agreement, "Confidential Information" refers to any information
which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other
proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment,
algorithms, software programs, software source documents, and formulae related to the current, future and proposed products
and services of Company, or (ii) non-technical information relating to Company's products, including without limitation
pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers,
customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which
is proprietary and confidential to Company.
Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose,
disseminate or use any Confidential Information belonging to Company, whether or not in written form. Recipient agrees
that Recipient shall treat all Confidential Information of Company with at least the same degree of care as Recipient accords
its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its
own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential
Information only to those of its employees who need to know such information and certifies