COMPREHENSIVE AGREEMENT BETWEEN COMPANIES TO PRESERVE TRADE

SECRETS WHILE DISCUSSING POSSIBLE TRANSACTION BETWEEN THEM

__________________, 201___
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Gentlemen:
We are interested in discussing with you a possible transaction (the "Possible
Transaction") between us [or our possible establishment of a business relationship with you], and
in order to do so we have requested that you disclose to us certain confidential and proprietary
information of substantial value to you. This information may be in both oral and written form.
[In addition, if such a business relationship is established, we will also, during the course of that
relationship, have access to additional confidential and proprietary information of yours.] We
acknowledge that the disclosure of any such material to third parties will prejudice your ability to
conduct your business successfully. Accordingly, we agree that our receipt and use of the
Confidential Information (as hereinafter defined) will be subject to the following terms and
conditions:
We will preserve as confidential all Confidential Information which we may obtain or
prepare during the course of our discussions with you and our evaluation of the Possible
Transaction [or during the course of any business relationship which may be established
between us]. Without your prior written consent, which may be given or withheld by you in your
sole and absolute discretion, we will not (a) disclose any Confidential Information to any third
party nor give any third party access thereto, nor (b) use any Confidential Information except in
evaluating the Possible Transaction [or in the course of providing goods and/or services to you
or for your benefit;] nor (c) disclose to any third party (including any of the your shareholders,
officers or employees) either the fact that discussions or negotiations are taking place concerning
the Possible Transaction, or the terms, conditions or status thereof or the fact that Confidential
Information is being made available to us; provided, however, that the foregoing will not apply
to the extent we are, in the opinion of our counsel, required to disclose any Confidential
Information by applicable law or legal process as long as we promptly notify you of such
pending disclosure and consult with you prior to such disclosure as to the advisability of seeking
a protective order or other means of preserving the confidentiality of the Confidential
Information. If we are so required to disclose any Confidential Information we will use
reasonable efforts to obtain assurances that the information so disclosed will continue to be
accorded confidential treatment. Furthermore, no publicity release or announcement concerning
our discussions, this letter agreement or the Possible Transaction [or business relationship] will
be issued by either of us without the advance approval of the form and substance thereof by the
other. In the event that disclosure is required by law (in the opinion of counsel), you and we will
consult in advance and cooperate with respect to any required press release or other disclosure.
We will use at least the same degree of care to avoid the publication, disclosure,
reproduction or other dissemination of the Confidential Information as we employ with respect

to our own valuable, proprietary information which we protect from unauthorized publication,
disclosure, reproduction or other dissemination. Without limiting the generality of the foregoing,
we will limit access to the Confidential Information to [__________________ and the other
senior executive officers named on Schedule 1 hereto who will be actively engaged in our
discussions or in our evaluation of the Possible Transaction (and who will be informed of the
confidential nature of such material and directed to treat it accordingly)] or [those of our
personnel who have a need for such access] in order to evaluate the Possible Transaction [or
provide goods and/or services to you], and if requested by you we will cause all of our personnel,
agents, advisors and independent contractors who are granted such access to execute this
Agreement so as to become personally bound by its provisions.
We will not (a) conduct any inquiries with your shareholders, officers, employees, union
representatives, suppliers or, customers or with others having business relationships with you
unless and until specifically authorized by you to do so nor (b) actively solicit the employment of
any of your employees for one year after the date of this letter agreement.
All documents, drawings, records, data bases, programs and other physical media of
expression incorporating or containing any Confidential Information which you furnish to us are
acknowledged to be your property and will be promptly surrendered to you upon the expiration
or termination of our discussions with you or any business relationship which may be established
with you. In addition, except to the extent we are advised by counsel that such action is
prohibited by law, we will also destroy all copies, summaries and notes thereof made by us and
all analyses, compilations, studies, reports or other documents or materials which are prepared by
us or our advisors and which contain or reflect any Confidential Information which you furnish
to us [; provided, however, that our professional advisors may retain copies of their own work
product containing or reflecting any such Confidential Information, subject to their continuing
duty to maintain the confidentiality thereof]. After such expiration or termination we will make
no further use of any of these materials. The foregoing will apply regardless of the reasons for or
circumstances surrounding such expiration or termination.
Except as otherwise provided in any binding agreement between you and us, all designs,
methods, processes, developments, ideas and/or inventions related to, or usable in, your business
which we conceive, develop or reduce to practice, or cause to be conceived, developed or
reduced to practice, as a direct or indirect result of our access to the Confidential Information
will be your sole property. Upon demand and without any further consideration we will confirm
such ownership by executing assignments of all of our rights therein to you.
We understand that you make no representations or warranties as to the accuracy or
completeness of any Confidential Information disclosed to us, and we agree that neither you nor
any of your officers, directors, shareholders, employees, agents or attorneys [or controlling
persons within the meaning of Section 20 of the Securities Exchange Act of 1934] will have any
liability to us arising from our use of the Confidential Information.
(a) The terms "you" or "your" as used herein also include any person, corporation,
partnership or entity which, directly or indirectly, controls, is controlled by, or is under
common control with you.
(b) All references to "we" or "us" herein also include any of our officers, directors,
employees, attorneys, agents, professional advisors and independent contractors and any

person, corporation, partnership or other entity which, directly or indirectly, controls, is

controlled by, or is under common control with us.
(c) For the purposes of this Agreement, the term "Confidential Information" means:
(i) all information concerning you (including, without limitation, information concerning
your business, assets, liabilities, operations, affairs, financial condition, projections,
contracts, customers, products, plans or prospects) which has not been made available to
the public and (ii) all analyses, compilations, studies, reports, records or other documents
or materials which contain, or are prepared on the basis of, any such non-public
information and which are either furnished to us or are prepared by or for us or any of our
directors, officers, employees, agents or advisors. Notwithstanding the above,
"Confidential Information" does not include any information that (i) is or becomes public
knowledge otherwise than by our act or omission; or (ii) is or becomes available to us
without obligation of confidence from a source (other than you) having the legal right to
disclose that information; or (iii) is already in our possession in documented form without
an obligation of confidence and was not received by us in anticipation of the transaction
under discussion or as a result of a prior relationship with you.
We agree that money damages will not be a sufficient remedy for any breach of this
Agreement by us and that in addition to all other remedies which may be available, you will be
entitled to specific performance and injunctive or other equitable relief, without bond, as a
remedy for any such breach or threatened breach.
To the fullest extent permitted by law, all of the covenants and agreements contained in
this Agreement will survive the termination of any discussions between the parties or the
termination or expiration of any business relationship which may hereafter be established
between the parties and will also survive any definitive agreements entered into by the parties
hereto, unless and only to the extent that such definitive agreements expressly supersede the
covenants and agreements contained herein.
This Agreement supersedes all previous agreements, written or oral, relating to the above
subject matter, and may be modified only by a written instrument duly executed by the parties
hereto.
In the event of any litigation between you and us in connection with this Agreement, the
unsuccessful party to such litigation will pay to the successful party therein all costs and
expenses, including but not limited to actual attorneys' fees incurred therein by such successful
party, which costs, expenses and attorneys' fees shall be included as a part of any judgment
rendered in such action in addition to any other relief to which the successful party may be
entitled.
All clauses and covenants contained in this Agreement are severable and in the event any
of them is held to be invalid by any court, this Agreement will be interpreted as if such invalid
clauses and covenants were not contained herein.

This Agreement will be construed according to the laws of the State of

__________________. Any suit brought hereon must be brought in the state or federal courts
sitting in __________________, __________________, the parties hereto hereby waiving any
claim or defense that such forum is not convenient or proper.
__________________,
a __________________ corporation
By: __________________
Its: __________________