ND&NCA 2011 Reciprocal Blank

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RECIPROCALNON-DISCLOSURE AND NON-CIRCUMVENTION

AGREEMENT

This Reciprocal Non-Disclosure and Non-Circumvention Agreement (hereinafter this

Agreement) is entered into this _________ day of _________________, 2011, by and between __________________ and ___________________, individually or collectively (Party1) and __________________ and ____________________, individually or collectively (Party2). This

Agreement shall supersede all prior Non-disclosure Agreements, whether reciprocal or one-way

between Party1 and Party2.

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of their futureobligations; and

WHEREAS the undersigned desire to enter into a working business relationship for the mutual andcommon benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners and other

associated Organizations (hereafter referred to as the Affiliates).

WHEREAS Party1 wishes to disclose to Party2 on a confidential basis certain information relating

to its interests and business plans (hereinafter Party1 Subject Matter), which information Party1deems confidential, for the purpose of exploring the potential for a joint business relationship; and

WHEREAS Party2 wishes to disclose to Party1 on a confidential basis certain information relating

to its interests and business plans (hereinafter Party2 Subject Matter), which information Party2deems confidential, for the purpose of exploring the potential for a joint business relationship; and

WHEREAS each party is willing to receive such information of the other party subject to the termsof this Agreement.

NOW THEREFORE, in consideration of these premises and of the mutual promises and covenantsherein, it is hereby agreed as follows:

1. In this Agreement, Confidential Information shall mean written or documentary,

recorded, machine readable, or other information in a tangible form which relates to Party1Subject Matter or Party2 Subject Matter, which is received by one party from the other

party, and is marked proprietary, confidential, or bears a marking of like import, or which

the disclosing party states in writing at the time of transmittal to, or receipt by, the receivingparty is to be considered confidential. Orally disclosed information shall be considered

confidential only if, within ten (10) days after an oral disclosure thereof, the disclosing

party confirms in writing delivered to the receiving party the confidential nature of suchorally disclosed information. Such writing shall be sufficiently specific to enable the

receiving party to identify the information considered to be confidential by the disclosing

party.

2. Information shall not be deemed confidential, and the receiving party shall have no

obligation with respect to any such information, which:

a. is or becomes publicly known through no wrongful act of the receiving party; or

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b. is already known or becomes known to the receiving party through disclosure by

sources other than disclosing party, having the right to disclose such confidentialinformation, as evidenced by competent proof thereof; or

c. is approved for release by the prior written approval of the disclosing party; or

d. is rightfully received by the receiving party from a third party without restriction and

without breach of this Agreement; or

e. is disclosed by the disclosing party to a third party without a similar restriction on the

rights of such third party; or

f. is independently developed by the receiving party without the use of the Confidential

Information.

3. The receiving party shall not, directly or indirectly, deal with, use, re-engineer, reverse

engineer, copy, or exploit the Confidential Information except as is required for the purpose

of exploring the potential for a joint business relationship as set forth above, or as otherwise

permitted by the disclosing party, or unless disclosure is required by law.

4. The receiving party shall use its best efforts to maintain the secrecy of the Confidential

Information and will not disclose, divulge or publish such information to any third partyexcept as set forth in this Agreement. Receiving party shall disclose the Confidential

Information only to those of its employees and/or independent contractors who have a need

to know the Confidential Information for the purpose set forth above. Receiving party

shall, prior to disclosing the Confidential Information to such employees and/orindependent contractors, obtain their agreement to receive and use the Confidential

Information on a confidential basis on the same conditions as contained in this Agreement.

The receiving party shall maintain a list of all persons who receive the ConfidentialInformation from time to time, and this list shall be made available to the disclosing party

upon request.

5. The parties will not, in any manner, solicit, nor accept any business in any manner from

sources not their affiliates, which sources were made available through this agreement, without the

express permission of the party who made available the source; and,

6. The parties will not circumvent, or negotiate, complete or assist in the negotiation or

completion of any transaction (no matter how remote) relating to the business of the otherparty, contacts or associates for the purpose of avoiding a fee or a contractual relationship

with one another. Likewise, any transactions set in motion by either party in relationship to

this Agreement are subject to acceptance in writing by the other party. Neither party shall

intentionally undermine transactional opportunities in order to evade the provisions of thisAgreement; and,



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7. That they will not disclose names and addresses, telephone and telefax or telex numbers or

any other contacts by either party to third parties, and that they each recognize such contacts

as exclusive property of the respective parties and that they will not enter into directnegotiations or transactions with such contacts revealed by other parties; and

8. The term of this Agreement shall be for a period of three (3) years following the effective

date first written above. Notwithstanding the above, however, the provisions concerningnon-disclosure of Confidential Information received under this Agreement shall survive for

a period of two (2) years after the expiration of the term of this Agreement.

9. Upon the request of the disclosing party or after the term of this Agreement, whichever is

sooner, the receiving party shall cease use of Confidential Information received from the

disclosing party, and shall destroy all such Confidential Information, including copiesthereof, and shall furnish the disclosing party with written certification of destruction, or,

upon request of the disclosing party shall return such Confidential Information to the

disclosing party. Notwithstanding the other provisions of this paragraph, the receiving partymay make and retain one copy of such Confidential Information for archival purposes only.

10. This Agreement is only for the purpose of protecting Confidential Information and shall not

be construed as a teaming agreement, joint venture, or other contractual arrangement or asan obligation to enter into a contract, subcontract, or other business relationship.

11. All information and all tangible forms of information including, but not limited to,documents, drawings, specifications, prototypes, samples, and the like received hereunder

by the receiving party shall remain the property of the disclosing party.

12. Nothing contained in this Agreement shall be construed (i) as requiring the disclosing partyto disclose, or the receiving party to accept, any particular information or (ii) as granting to

a party a license, either express or implied, under any patent, copyright, trade secret, or

other intellectual property right now or hereafter owned, obtained, or licensable by the otherparty.

13. There are no representations, premises, warranties, covenants or undertakings other thanthose contained in this Agreement, which represents the entire understanding of the parties.

This Agreement supercedes all prior agreements, written or oral, between Party1 and Party2

relating to the subject matter of this Agreement. This Agreement may not be modified oramended except by written agreements signed by an authorized representative of each of the

parties. This Agreement shall endure to the benefit of and be binding upon the respective

successors and permitted assigns of the parties hereto.

14. Each party acknowledges that its breach of this Agreement may result in immediate and

irreparable harm to the disclosing party, for which there may be no adequate remedy at law,

and the disclosing party shall be entitled to seek equitable relief to compel the receivingparty to cease and desist all unauthorized use and disclosure of the Confidential Information

of the disclosing party and in the case of circumvention, the circumvented party shall be

entitled to seek equitable compensation for its loss from the circumventing party.



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15. Under this Agreement disclosures by Party1 shall be governed and construed in accordance

with the laws of the State of ___________ without giving effect to any conflict of laws and provisions. Any dispute relating to this Agreement or the subject matter disclosed by

Party1 shall be resolved exclusively before the federal or state courts of the State of___________.

Under this Agreement disclosures by Party2 shall be governed and construed in accordance

with the laws of _________ without giving effect to any conflict of laws and provisions.

Any dispute relating to this Agreement or the subject matter disclosed by Party2 shall beresolved exclusively before the federal or state courts of ___________.

16. The various sections of this Agreement are severable and the invalidity of one does notaffect the enforceability of the other provisions of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicateoriginals by their duly authorized representatives as of the date and year first above written.

____________________________ (Party1) _______________________________(Party2)

Signed:______________________________ Signed:___________________________________

Printed Name:_________________________ Printed Name: _____________________________

Telephone:____________________________ Telephone: ________________________________

Date:________________________________ Date: ____________________________________


ND&NCA 2011 Reciprocal Blank

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