MUTUAL (BILATERAL) NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (agreement) I entered into an the day of . ,

by and between (1st Party"). and ("2nd Party”).
A. WHEREAS, 1st Party is in the business of
B. WHEREAS, 2nd Party is in the business of
C. WHEREAS. both parties desire to share Confidential Inormation (defined below) for
the purpose of
D. WHEREAS, each party receiving Confidential Information (as applicable, the
Recipient’) fom the party disclosing such Confidential information [as applicable, the
“Discloser”) has agreed nol to disclose, divulge, or communicabe such Confidential
information
NOW, THEREFORE, in consideration of the terms, covenants and conditions described
herein, the receipt and sufficiency af which ae hereby acknowledged, the parties agree as
follows:
1. CONFIDENTIAL INFORMATION. As used in this Agreement, “Confidential
Information’ means all non-public information related to the business of the Discloser,
including without limitation. financial information, technical information, marketing
information, ool information, sales informaban, customer information, operating
infarnation, oreduct information, all documents, reports, plans, formulas, compilabans,
devices, techniques, data, materials, methods, processes, sources, and any other
information, however described, which is or could be, valuable im the he of business in
which Disclaser & engaged Diecloser makes no re presenialion or warranty with
respect to any Confidential Information provided to Recipient. Recipient shall not have
any awnership rights ar license with respect to ary Coanlidential Information, and
shall not use any Confidential Information for its benefit without Disclosers prior
writen comsent

2. COVENANT NOT TO DISCLOSE. Retipient covenants and agrees that Recipient, ite
oeners, managers, agents, employees, consultants and representatives will nat
disclose, divulge, communicate ar confinn to any person or enity, for any purpose of
reason whalscever, any Confidential information, withaul the prior writen consent of
Dischoser. The foregoing parties shall only receive such Cantidential information as
reasonably necessary for the purpose set Forth above, and shallagree to maintain
confidentiality in accordance with terns no less protective that those set farth in this
Agreement All such information shall be deemed confidential, sensitive and valuable,
shall be used solely for the purpose set forth above, and shall net al any time, in any
manner, be used for any other pumose. The covenants and restrictions described
herein shall agply ta the extent that the Cantidential Information (i) is net olherwige
made public by Discloser, (ii) is not already a matter of public infarmation, of (ii) & not
requested in the contest of a subpoena or records pequest in contection with a lawsuit:
provided that in the case af such a request, Recipient shall give adequate notice to
 Discloser that such Canlidential Informatan has been requested in connection with a
lawsuit and shall allow Diseloser to enter inte euch proceedings far the pumose of
protecting ageing: disclecure of such Confidential Informacion. W a party claims to
have known any such Confidential Informalion prior to diclosure, that party shall have
the burden of proof af such prior knowledge. This Agreement and ihe non-disclosure
oovenant set forth herein shall termina upon mutual written agreement of the parties.

3. INJUNCTIVE RELIEF. The parties roogniae that imeparable injury will result to the
Dischoser and others in the event of a breach ol this Agreement. and that tis covenant
mat to dechse 16 an inducement ip the Discloser io disclose the information
contemplated hereunder. tis herety agreed that in the eventala breach by Recipient,
Distloser shal be entitled, in addition to any other remedies and damages avaiable at
law of in equity, to an injunction to restrain the violation thereot by Recipient, or
Recipients owners, managers, agents, emplayees, consullants and representatives, and
all other persons acting for or in concen with Recipsent

4. GENERAL PROVISION §. This Agreement shall be governed by the laws of the State of
Na dispute arises with regard ta this Agreement, each party agrees thal ft shall be
subject to personal jurisdichan in such State, and that venue shall be proper insuch
State lhany action, suit, of proceeding is brought hy a party hereto with respect oa
matier or matters covered by this Agreement, all cost and expenses of the prevading
party in such proceeding, including masonable atomey’s es, shall be paid by the non-
prevailing pany. This Agreement till inure to the benefit-of and be binding upon the
parties, their suctessors are expressly permied assigns. tH any provision of this
Agreement shall be held by a coun of competent juredictan to be illegal, invalid, ar
unentorceable, the remaining provisions shall remain in {ull force and etlect This
Agreement may be signed in countemmarts and deivered ty POF or other electronic
means, Which, taken bagether, shall constitute an original, birding agreement.

IN WITHESS WWHEREOEF, the partes have executed this Agreement.

1st Party: 2nd Party:
Signature: _________________ Date: ______________ Signature: _________________ Date: ___________

Name: Name:
Company: Company:
Title: Title:
Address: Address: