CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This Confidentiality and Nondisclosure Agreement (this “Agreement”) is dated as of

______________________, and is made by and between [Name of Company], a [Jurisdiction of
Formation] [Type of Company (LLC etc.)], and [Name of Company], a [Jurisdiction of Formation]
[Type of Company (LLC etc.)], each a “Party” and together the “Parties”.

1. CONFIDENTIAL INFORMATION
1.1 The Parties intend to share between each other certain business information in order to assess
the potential for entering into a commercial agreement between the Parties and/or
agreements with additional third parties (the “Discussions”).
1.2 During the Discussions, each of the Parties will disclose (each Party in such capacity the
“Disclosing Party”) to the other Party and/or the other Party’s affiliate(s), and/or such
other Party’s or such other Party’s affiliate(s)’ agents, employees, members, general
partners, directors and officers (each Party, such Party’s affiliate, or any of their agents,
employees, members, general partners, directors and officers in such capacity the
“Receiving Party”) certain proprietary business information (“Confidential Information”)
which Disclosing Party requires Receiving Party to treat as strictly confidential.
1.3 Confidential Information, as that term is used herein, shall mean any business, technical or
other information, whether oral or in writing, concerning the Discussions and/or the
respective business requirements, products, software, blueprints, operations, data,
research and development efforts, inventions, trade secrets, know-how, plans, intentions,
market opportunities, processes, vendor and customer relationships, finances and all other
business operations and affairs of Disclosing Party their affiliate(s), and Disclosing
Party’s and their affiliate(s)’, members, general partners, directors, officers, customers
and suppliers that reasonably are of a confidential nature.

2. OBLIGATIONS OF CONFIDENTIALITY
2.1 Receiving Party hereby agrees:
(a) not to use Confidential Information, directly or indirectly, for any purpose other than
the Discussions or as agreed between the Parties in writing;
(b) not to copy, adapt, reverse-engineer, divulge, publish, disclose, or circulate (or
authorize or permit anyone else to do so) any of the Confidential Information;
(c) to hold all Confidential Information in strict confidence and to apply to such
Confidential Information at least the same standard of care with which it treats its
own proprietary and confidential information;
(d) to limit the dissemination of any Confidential Information within its organization to
those employees and affiliates who have a need to know such Confidential
Information for the Discussions; provided that (i) such Confidential Information
shall not be used for any unlawful purpose, (ii) Receiving Party informs such
receiving employee or affiliate of the confidential nature of the Confidential
Information and directs them to treat the Confidential Information in accordance
with the terms of this Agreement, and (iii) Receiving Party shall be responsible for
any breach of this Agreement that results from the actions or omissions of such
receiving employee or affiliate;

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 (e) upon first request from Disclosing Party, to immediately return or destroy the
Confidential Information furnished to it without retaining any copies thereof and to
confirm so to the Disclosing Party in writing; and
(f) to notify Disclosing Party immediately if Receiving Party is requested or required to
disclose any Confidential Information to a third party in connection with any civil
or criminal investigation or any judicial or administrative proceeding, so that
Disclosing Party may, if it chooses, seek an appropriate protective order.
2.2 Receiving Party’s obligations of confidentiality contained in this Agreement shall not apply to
information that (i) at the time of disclosure was in the public domain or comes into the
public domain other than through breach of this Agreement by Receiving Party, (ii) was
known by Receiving Party (as established by its own records or other competent proof)
before disclosure by Disclosing Party to Receiving Party, or (iii) the disclosure of which is
required by law, by any court of competent jurisdiction, or by an official regulatory body.

3. SANCTIONS AND PENALTIES

3.1 In case a Receiving Party violates any of the provisions set forth in this Agreement, Receiving
Party shall pay compensation for all commercial damages caused by such violation,
including all reasonable legal costs incurred in enforcing the provisions of this Agreement.
3.2 Receiving Party agrees that any violation or threatened violation of this Agreement may cause
irreparable injury to Disclosing Party, the degree of which may be difficult to ascertain.
Accordingly, Receiving Party agrees that Disclosing Party will have the right to seek an
immediate injunction enjoining any breach of this Agreement, as well as the right to pursue
any and all other rights and remedies available at law or in equity for such a breach.

4. NO RIGHTS
4.1. All right, title and interest in and to the Confidential Information shall remain the exclusive
property of the Disclosing Party and the Confidential Information shall be held in trust and
confidence by the Receiving Party for the Disclosing Party. No interest, license or any
right with respect to the Confidential Information, other than set out herein, is granted to
the Receiving Party hereunder by implication or otherwise.
4.2. Unless agreed otherwise in writing, either Party may terminate the cooperation without
prior notice for any reason at any time without any obligation, liability or restriction other
than sanctions for violation of this Agreement.

5. NO REPRESENTATIONS AND WARRANTIES

The Receiving Party acknowledges and agrees that no representations or warranties
whatsoever, express or implied, as to the accuracy or completeness of the Confidential
Information have been made by the Disclosing Party. The Receiving Party acknowledges
and agrees that neither the Disclosing Party nor any of its shareholders, directors, officers,
employees, representatives or professional advisors will have any liability to the Receiving
Party resulting from its use of the Confidential Information or from any errors or omissions
in the Confidential Information. Only those representations and warranties which are made
in a final definitive agreement regarding the proposed transaction with the Disclosing
Party, when, as and if executed, will have any legal effect.

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6. ENTIRE AGREEMENT
This Agreement embodies the entire understanding of the Parties with respect to the subject
matter hereof, and all prior agreements, understandings, representations and statements,
oral or written, are merged into this Agreement. No waiver or modification of any
provision of this Agreement shall be effective unless in writing, signed by the Party against
whom the enforcement of such waiver or modification is sought and then only to the extent
set forth in such instrument. No waiver of any rights or obligations hereunder shall, unless
explicitly so provided, constitute a waiver of any other rights or obligations hereunder, nor,
unless explicitly so provided, shall a waiver of any breach or default hereunder constitute a
waiver of any other or subsequent breach or default.

7. NOTICES
Any notice required by this Agreement shall be given by email and by postal mail delivery,
with written delivery confirmation, or by reputable international courier service (such as
DHL, FedEx, or UPS), addressed to the respective Parties at the addresses provided below,
or at such updated addresses as may be provided by the Parties from time to time in
accordance with the terms of this notice provision. Sufficient evidence of such notice shall
be satisfied by provision of a copy of the relevant email and copy of a return receipt or
courier service receipt evidencing delivery or attempted delivery to the Party’s current
address of record.

[Name of Company}
[__]
[__]
[__]
With a courtesy copy via email to: [__]

[Name of Company}
[__]
[__]
[__]
With a courtesy copy via email to: [__]

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to its choice of law rules. Any dispute arising
hereunder shall be finally settled by binding arbitration conducted in New York City by a
single arbitrator selected by the American Arbitration Association and conducted under its
Commercial Arbitration Rules in effect as of the date hereof. The language of the
arbitration shall be English. The sole arbitrator shall have the right to grant injunctive or
interim relief. Any decision of the sole arbitrator shall be reviewable solely for errors of
law. Each Party shall bear its own expenses during the course of the arbitration, however
the prevailing Party shall be entitled to recover reasonable fees and expenses including
legal fees.

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9. TERMINATION
This Agreement shall terminate upon the earlier to occur of (i) such date as the Parties may
enter into a definitive agreement relating to the Discussions so long as such definitive
agreements provide protection equal to or greater than the protection provided herein or (ii)
two (2) years from the date hereof.

10. EXECUTION IN COUNTERPARTS

This Agreement may be executed in counterparts each of which shall be an original and
both of which taken together shall constitute the same instrument. Transmission by
telecopy, facsimile, email or other form of electronic transmission of an executed
counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of
such counterpart.

11. SEVERABILITY
The illegality, invalidity or unenforceability of any provision of this Agreement under the
law of any jurisdiction shall not affect its legality, validity or enforceability under the law
of any other jurisdiction nor the legality, validity or enforceability of any other provision.
[NO FURTHER ENTRIES]

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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.

[Name of Company]

By: ________________________
Name:
Title:

[Name of Company]

By: ________________________
Name:
Title: