Company

CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the "Agreement"), executed this ____day of _____________, 20____, but effective for all purposes on the Effective Date, is entered into, by and among [Full Company Name] ("Company"), a [State of Incorporation] Corporation, and Recipient ("Recipient"), a corporation with offices located at [Recipient address].

1. RECITALS

   1. Recipient understands that the nature of Company's services for its Clients often times involves the disclosure, discovery or other use or exposure to the confidential information of or regarding Company's Clients and/or other third parties, which must be kept in the strictest of confidences.

   2. Recipient understands that, from time to time, Company, its officers, agents, and independent contractors, may be subject to statutory, regulatory or Court ordered confidentiality requirements that strictly forbid the disclosure of certain Confidential Information.

   3. Recipient understands that the development and/or sale of software and other products, alone or in conjunction with other entities, is very sensitive in nature and often requires strict confidentiality provisions be enforced to protect both Company's intellectual property and Company's client's confidential information.

   4. Recipient may have already acquired and will acquire certain Confidential Information of Company and its Clients.

   5. The parties acknowledge that the Confidential Information has independent economic value to Company and its Clients. Recipient further acknowledges that Company has taken, and will continue to take, steps to preserve and safeguard the secrecy of the Confidential Information.

   6. Recipient understands that violation of this Agreement may subject Recipient to legal action.

IN CONSIDERATION of the mutual covenants and agreements contained herein, and or such other good and valuable consideration, the receipt and adequacy of which is hereby admitted and acknowledged, the parties hereto agree as follows:

2. DEFINITIONS

   1. "Agreement" shall mean this Confidentiality and Non Disclosure Agreement.

   2. "Company" shall mean [Full Company Name], a [State of incorperation] corporation, its predecessors and/or successors in interest, agents, contractors, and employees.

   3. "Company Business" shall mean any and all Business that Company currently, or in the future may, engage in.

   4. "Company Executive Officer" shall, for the purposes of this Agreement only, include Company's Chairman of the Board, Chief Executive Officer, or President.

   5. "Confidential Information" shall include all information of a sensitive nature, including without limitation:

      1. All information pertaining to any client or perspective client of Company, the work performed for that client, and any information whatsoever regarding that client and all client data (including but not limited to, client lists, names of existing, past or prospective clients and their representatives, data provided by or about such prospective, existing or past clients, client service information and materials, data about the terms, conditions, and expiration dates of existing contracts with clients, and the type, quality and specifications of products or services purchased by such clients).

      2. Any and all information and materials in Company's possession or under its control for any other person or entity which Company is obligated to treat as confidential or proprietary, and any and all information not generally known to the public or within industries or trades in which Company competes.

      3. All information pertaining to Company's operations and trade secrets including, but not limited to Company's operating systems and procedures, marketing strategy, knowledge concerning Company's clients and their specialized requirements (including any lists and databases pertaining thereto), Company's network of independent contractors, any technical, financial, or commercial data or other information, whether or not patentable or eligible for copyright (including without limitation ideas, concepts, know how, methods, techniques, structures, information and material relating to existing software or software in various states of development, including source code, object and load modules, requirements, specifications, design notes, flow charts, documentation, technical and engineering data, and studies).

      4. All information pertaining to Company's internal business procedures and business plans, including analytical methods and procedures, financial information, service and operation manuals and documentation therefore, ideas for new products and services, client and marketing information materials, marketing and development plans, forecasts and forecast assumptions, future plans and potential strategies of corporation, financial data, including price and cost objectives, quoting policies and procedures,

      5. All notes, memoranda, files, records, writings and other documents which Recipient has, in the past, or shall, after the Effective Date of this Agreement, prepare, use, or come into contact with during such contact with Company, which relate to any of the above or are useful in any manner to the Business of Company.

      This definition of Confidential Information applies, without regard, to whether any specific matters would be deemed confidential, material, or important. The parties stipulate that the matters are confidential, material, and important, and gravely affect the effective and successful conduct of Company's business.

   6. "Effective Date" shall mean the date first written hereon.

   7. "Materials" shall mean any physical, analog or digital source or recording of the Confidential Information, including without limitation, paper, digital media of any type, recordings or other means of recording, storing or keeping information. It shall include, without limitation, all of Company's forms, programs, codes, databases, structures, manuals, data, directives, policies, books, records, notes, procedures, drawings, designs, audio tapes, video tapes, and any other representation, whether written or oral, whatsoever, that is used or useful in the operation of Company Business.

   8. "Recipient" shall mean the individual named in the introductory paragraph above.

3. RECIPIENT'S REPRESENTATIONS

   1. Confidential Information: Recipient acknowledges that the Confidential Information is sophisticated, is not generally known to the public or to others in Company's industry, and has entailed the expenditure of substantial costs and effort on Company's behalf over a long period of time.

   2. Economic Value: Recipient further acknowledges that the Confidential Information has independent economic value to Company, and that, therefore, Company customarily undertakes efforts to protect the Confidential Information's secrecy. However, such efforts shall not be deemed necessary to distinguish such confidential information.

   3. Prior Contacts: Recipient represents that he/she has had and will in the future have access to the Confidential Information of Company through Recipient's past, current, and future contacts with Company.

4. PROTECTION OF CONFIDENTIAL INFORMATION

   1. Confidential Information:

      1. Under no circumstances may Recipient disclose any Confidential Information to any person without first obtaining the written permission of a Company Executive Officer to insure that the intended recipient is duly authorized to receive the Confidential Information.

      2. Recipient will make all reasonable efforts to maintain the Confidential Information obtained during his/her tenure as such a Member as confidential and secret proprietary information of Company and/or its clients.

      3. Recipient may only disclose Confidential Information to Company and Company's Recipients, and to agents or others duly authorized by Company, in its sole discretion, to receive the Confidential Information in order to further conduct the Business of Company.

      4. Recipient may disclose Confidential Information to his/her legal counsel in connection with such counsel's representation of Recipient, but only upon reasonable advanced notice to Company.

   2. Recipient may disclose Confidential Information as may be required by an order of any court of competent jurisdiction, or as may be legally required by any governmental, regulatory, law enforcement, or other such authority, provided that notice of such disclosure is promptly provided to Company.

   3. Property of Company: Recipient acknowledges that he/she is only granted a license to use the Confidential Information of Company for purposes of conducting Company Business. Recipient agrees that such Confidential Information shall remain Company's property at all times during and after the term of this Agreement.

   4. Materials: Any and all Materials, together with any and all copies, shall be immediately returned to Company upon termination or expiration of his/her role as advisor to Company. Recipient agrees that the Materials shall remain Company's property at all times.

   5. From time to time, Company may identify additional Confidential Information subject to this Agreement. Furthermore, Company may keep records to track Confidential Information, including requiring periodic reports by Recipients and others, to permit Company to identify and accumulate that information which Company considers proprietary and which Company desires to protect. He/she agrees to assist Company in such program(s), including disclosing all said Confidential Information to Company. Furthermore, he/she agrees to assist Company in protecting its Confidential Information, including but not limited to the following:

      1. execution of documents of assignment to Company or to its designee, all Recipient's right, title and interest in and to any such items.

      2. taking such additional action (including, but not limited to the execution and delivery of documents) to perfect, evidence or vest Company or Company's designee, all right, title and interest in and to any Confidential Information and/or Materials.

5. INJUNCTIVE RELIEF.

   Recipient acknowledges that a breach of this Agreement would cause Company irreparable harm, for which money is NOT an adequate compensation. He/she agrees that Company shall be entitled to injunctive relief and specific performance to enforce this Agreement, in addition to damages and other available remedies.

6. ADDITIONAL REMEDIES.

   Nothing in this Agreement is intended to restrict or limit any rights that Company may have.

7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

   Each and every representation, warranty and covenant set forth herein is true as of the date of execution and shall survive in perpetuity.

8. ENTIRE AGREEMENT

   1. Sole Agreement: This Agreement contains the parties' sole and entire agreement regarding the subject matter hereof, and supersedes any and all other agreements between them.

   2. No Other Representatives: The parties acknowledge and agree that no party has made any representations (a) concerning the subject matter hereof, or (b) inducing the other party to execute and deliver this Agreement, except those representations specifically referenced herein. The parties have relied on their own judgment in entering into this Agreement.

   3. No Reliance: The parties further acknowledge that any statements or representations that may have been made by any of them to the others are void and of no effect. No party has relied on any such statements or representations in dealing with the other(s).

9. NO OBLIGATION.

   This Agreement does not require Company to disclose any particular information. Any disclosure is voluntary and except for the obligations specified in this agreement, no obligation, contract, liability or relationship is created or modified as a result of any disclosures. Similarly, the disclosure of Confidential Information under this agreement does not grant, create, confer, modify or transfer any right, license or authority in or to such Confidential Information.

10. BACKGROUND CHECK & SECURITY CLEARANCES.

    1. Recipient hereby gives Company consent to perform a comprehensive background check at any time at Company's sole discretion.

    2. Recipient consents to make him/herself available for any certifications, clearances and tests, including but not limited to, personal and professional background checks and drug testing, as may be required by Company or pursuant to any contract between Company and any third party or affiliate.

11. NO MODIFICATIONS OR WAIVERS

    1. Must Be Written: Waivers or modifications of this Agreement, or of any covenant, condition, or limitation contained herein, are valid only if in writing. Such writing must be duly executed by the parties.

    2. No Use As Evidence: One or more waivers or modifications of any covenant, term or condition in this Agreement by any party shall not be construed by any other party as a waiver or modification applicable to any subsequent breach of the same covenant, term or condition. Evidence of any such waiver or modification may not be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or a party's rights or obligations under it. This limitation does not apply if the waiver or modification is in writing and duly executed as provided above.

12. COOPERATION AND FURTHER ACTIONS.

    The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement.

13. PROFESSIONAL FEES.

    If a lawsuit or other proceedings are instituted by any party to enforce any of the terms or conditions of this Agreement against any other party hereto, the prevailing party in such litigation or proceedings shall be entitled, as an additional item of damages, to such reasonable attorneys' and other professional fees (including but not limited to expert witness fees) and court costs or costs of such other proceedings as may be fixed by any court of competent jurisdiction, or other judicial or quasi judicial body having jurisdiction thereof, whether or not such litigation or proceedings proceed to a final judgment or award.

14. COUNTERPARTS.

    This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, but such counterparts shall together constitute and be one and the same instrument.

15. SEVERABILITY.

    If any part, clause, or condition of this Agreement is held to be partially or wholly invalid, unenforceable, or inoperative for any reason whatsoever, such shall not affect any other provision or portion hereof, which shall continue to be effective as though such invalid, inoperative, or unenforceable part, clause or condition had not been made.

16. BINDING UPON SUCCESSORS.

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

17. RECITALS.

    The Recitals in this Agreement are incorporated into the body of this Agreement. To the extent the Recitals are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

18. GOVERNING LAW AND VENUE.

    All questions concerning this Agreement, its construction, and the rights and liabilities of the parties hereto shall be interpreted and enforced in accordance with the laws of the State of [Choice of state juristiction] as applied to contracts which are executed and performed entirely within the state. For purposes of this Agreement, sole and proper venue shall be either the state or federal courts having jurisdiction over [Choice of county juristiction], [Choice of state juristiction].

19. INTERPRETATION

    1. Paragraph Headings. The paragraph headings of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

    2. Capitalized Terms. Except as otherwise expressly provided herein, all capitalized terms defined in this Agreement shall have the meaning ascribed to them herein.

    3. Gender and Number. Whenever required by the context, the singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the neuter and feminine genders and vice versa.

20. TIME OF ESSENCE.

    The parties acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof. Failure to timely perform any of the terms, conditions, obligations or provisions hereof by any party shall constitute a material breach of this Agreement by the party so falling to perform.

21. RELATIONSHIP CREATED.

    Absent any relationship otherwise existing, nothing contained herein or in any schedule, attachment, or exhibit hereto shall create any partnership, joint venture or other agreement between the parties hereto.

22. THIRD PARTY BENEFICIARIES.

    No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder.

IN WITNESS WHEREOF, the parties acknowledge that they have read and understand this Agreement in its entirety, have had the opportunity to seek legal counsel if so desired, and have executed this Agreement on the date first written above and effective as of the Effective Date.

RECIPIENT

Name: ______________________________________________

Signature: _________________________________________