NON-DISCLOSURE AGREEMENT

I. Definitions and Scope. This Agreement is between___________________, doing and

____________________________.

This Agreement supersedes all prior agreements and understandings between the parties
and shall be governed by and construed in accordance with the laws
of_____________________________. If any provision of this Agreement is invalid or
unenforceable under applicable law, then, where possible, that provision shall be
interpreted as best as possible as to effect the intent of the parties or otherwise that
provision shall be deemed omitted. All remaining provisions will continue in full force
and effect.

II. Term of Agreement. The term of this agreement is defined as beginning on the date that
________________________ signs this instrument and continues through and up to the
time that all work by ________________ for ________________ has ceased and then
continues thereafter and officially ends on the date that either party formally terminates
this agreement in writing to the other party.

III. Confidentiality and Non-Disclosure. ________________ may disclose to

________________ information that is confidential or proprietary to ________________
or ________________ customers (Confidential Information). Confidential Information
includes any information and materials developed by and/or related to the business,
affairs and/or procedures of ________________and/or its customers. Confidential
Information does not include any information that is: (a) in or enters into the public
domain through no wrongful act of ________________; (b) rightfully received from a
third party without restriction and without breach of this Agreement; (c) approved for
release by written authorization of ________________ and/or its customers; or (d)
already in ________________’s possession and is not the subject of a separate non-
disclosure agreement.

IN WITNESS WHEREOF, we have hereunto affixed our signature this

____________________ at ______________________.