Confidentiality and Non-Disclosure Agreement

This Agreement (“Agreement”), by and between Western Business Systems (hereafter “Western”) and (“Vendor”) is entered into this ____ day of _______________, 20_____. The parties agree as follows: 1. Confidential Information Defined. The term “Confidential Information” as used below means all information or material which gives each party and/or its Customers some competitive advantage, or the opportunity of obtaining that advantage, or the disclosure of which could be detrimental to the interests of each party and/or its Customers. The parties agree that all information relating to each party’s business, its products, vertical markets, services, systems, software, policies, practices, procedures, methodologies, finances, marketing plans, Customers, programs, prospective and existing contracts and other business arrangements and/or business plans and strategies shall be deemed Confidential Information. Non-Disclosure of Confidential Information. From and after the execution of this Agreement, neither party will, directly or indirectly, reveal, report, publish or disclose the Confidential Information of the other party to any person or business entity not expressly authorized by the other party to receive the Confidential Information, or use (or permit or assist any person to use) the Confidential Information. The following types of information are deemed not to be Confidential Information: (i) information which is or becomes generally available to the public other than by disclosure by the party receiving the information; (ii) information which was available to or in the possession of the receiving party on a non-confidential basis prior to its disclosure under this agreement; (iii) information the receiving party receives from a third party which the receiving party knows is not bound by a confidentiality agreement with respect to such information; (iv) information which is independently developed, and (v) information required to be disclosed by court order. At the termination or expiration of this Agreement, the parties shall return (or destroy and certify such destruction to the other party in writing) all such Confidential Information, including, but not limited to, all film and/or artwork in storage to the originating party. Duty to Maintain Confidentiality. In connection with this Agreement, each party has had access, or may in the future have access, to certain Confidential Information of the other party and/or its Customers. Each party recognizes the proprietary and sensitive nature of the other party’s Confidential Information, and shall protect the disclosed Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the recipient uses to protect its own confidential information of a like nature. Vendor, its agents, employees, successors, and assigns agree to hold in strictest confidence and not to disclose for vendor’s own or another’s benefit any Confidential Information or permit the same to be used in competition with Western Business Systems in the sale of art, printing, business forms, graphics services and/or related supplies used by Western Business Systems customers. Vendor specifically agrees to represent itself to Western’s customers as a resource, not call directly on said customer unless given permission in writing and not to solicit business directly. All billings (if any) will come through Western Business Systems. The duty to maintain confidentiality shall survive the termination of any agreement between the parties hereto. Remedies For Breach of Duty of Confidentiality. Each party acknowledges that any violation of this Agreement will cause the other party and/or its Customers immediate and irreparable harm and that the damages which each party will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this Agreement, each party’s remedy, without limitation, will include the issuance of a restraining order, preliminary and permanent injunction, without bond, restraining or enjoining such violation by the other party or any entity or person acting in concert with that party. In the event of a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other remedies allowed by law, reasonable and necessary attorney’s fees and court costs.




5. Jurisdiction, Venue. This Agreement has been entered in the State of Texas, and is to be performed in Harris County, Texas. The validity, construction, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Texas. All claims, disputes or disagreements which may arise out of the interpretation, performance or breach of this Agreement shall be submitted exclusively to the jurisdiction of the state courts of the state of Texas or the Federal District Courts located in Houston, Texas; provided, however, that if Western is sued or joined in any other court or forum (including an arbitration proceeding) in respect of any matter which may give rise to a claim by Western hereunder, Vendor consents to the jurisdiction of such court or forum. Western Business Systems Name Signature Name Signature


Date Date 473857-1:WEBU:0001 .