(Date) Name: Re: Dear : In order to allow you or your Company to evaluate a possible business transaction (the Proposed

Transaction) concerning ABC Corporation (ABC), upon your execution and delivery of this Nondisclosure and Non-Circumvention Letter Agreement (the "Agreement") ABC will deliver to you certain information which is either nonpublic, confidential and/or proprietary in nature relating to the business of ABC. Except as provided below, any and all information furnished or to be furnished or made available to you by or on behalf of ABC, including, but not limited to, methods of operation, business and/or trade names, locations of facilities, the identity, including names, addresses of contact persons, of any firms, banks, investors, clients and businesses with which ABC has done business or proposes to do business or has made commitments, loans or otherwise invested in, or from which ABC has received loan or business proposals, and all business forms or other documents relating to the structuring or content of such business transactions or proposals or methods of operation (whether prepared by ABC, or otherwise), information obtained by meetings with representatives or personnel of ABC and the fact the discussions or negotiations are taking place concerning the Proposed Transaction between you and ABC is referred to herein as "Confidential Information". In consideration of our furnishing you with Confidential Information, you agree as follows: 1. All of the Confidential Information furnished to you will be kept strictly confidential. The Confidential Information shall not be used for any purpose other than to evaluate the Proposed Transaction and shall not be disclosed or revealed to any person other than those of your employees, representatives and advisors (i) who are actively and directly participating in the evaluation of the Proposed Transaction and who reasonably need to know the Confidential Information in order to evaluate the Proposed Transaction, (ii) who are informed of the confidential nature of the Confidential Information, and (iii) who shall agree in writing to be bound by the terms and conditions of this Agreement. You agree that you shall be responsible for any breach of this Agreement by your employees, representatives, or advisors and shall take all necessary steps and measures, including but not limited to legal action, to prevent unauthorized disclosure or use of the Confidential Information. Nondisclosure and Non-Circumvention Letter Agreement

ABC Corporation Non-Disclosure and Non-Circumvention October 1, 2011 Page 2 of 4

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It is hereby agreed that the term "Confidential Information" does not include (i) information which has come within the public domain through no fault of or action by you, (ii) information which is in your possession at the time of disclosure by ABC, as evidenced by written records, (iii) information which is obtained, after the date hereof, by you from any third party (other than a third party whose identity is included in the definition of Confidential Information) which is lawfully in possession of such Confidential Information and such possession is not in violation of any contractual, fiduciary or legal obligation with respect thereto. If you rely on this exclusion, you shall have the burden of establishing that the exclusion applies. Without the prior written consent of ABC or as permitted by this Agreement, you shall not, and shall direct your directors, officers, attorneys, employees, representatives, agents and advisors not to, make any public disclosure or make any statement to any person concerning the existence of this Agreement or that Confidential Information has been made available to you or, in the event that ABC and you engage in discussions or negotiations, the fact that discussions or negotiations are taking place concerning the Proposed Transaction. You hereby acknowledge that neither ABC, nor any of its officers, attorneys, employees, representatives, agents or affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information. You agree that neither ABC, nor any of its officers, attorneys, employees, representatives, agents or affiliates will have any liability to you or your representatives resulting from your or their use of any of the Confidential Information. If you decide not to proceed with the Proposed Transaction, you will so inform ABC. In that case, or at any time upon ABC's written request, you shall promptly deliver to ABC all written Confidential Information and any other written material containing or reflecting any Confidential Information (whether prepared by ABC, or its advisors or otherwise) and will not retain any copies, extracts or other reproduction in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by you or your advisors based on the Confidential Information shall be destroyed, and such destruction shall be certified in writing to ABC by an authorized officer supervising such destruction. Notwithstanding the return or destruction of the written materials, you will continue to be bound by this Agreement. It is expressly understood that this Agreement is not intended to, and does not, constitute an agreement to consummate the Proposed Transaction and that neither ABC, nor you will have any rights or obligations of any kind whatsoever with respect to such a Proposed Transaction by virtue of this Agreement or any other written or oral expression unless and until a definitive agreement between ABC and you is executed and delivered, other than the matters specifically agreed to herein. No right or license either expressed or implied, with respect to the Confidential Information is granted hereunder.

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You acknowledge and agree that money damages would not be a sufficient remedy for any breach of any provisions of this Agreement by you and that, in addition to all other remedies which ABC may have, ABC will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. If it prevails in any action to enforce this Agreement, ABC shall be entitled to recover its costs, including reasonable attorneys fees from you. This Agreement contains the entire agreement between ABC and you concerning the confidentiality of the Confidential Information and other matters and no modifications of this Agreement or waiver of the terms and conditions hereof shall be binding upon ABC or you, unless approved in writing by each party. This Agreement may not be assigned by you without ABC's prior written consent. 9. Any dispute arising hereunder shall be heard by a court sitting in Cook County, Illinois, to whose jurisdiction the parties hereto hereby consent. In any dispute between the parties arising under this agreement, the prevailing party shall be entitled to attorney fees and other costs of litigation in addition to all other remedies.

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This Agreement shall be governed by and construed in accordance with the law of the State of Illinois other than those provisions governing conflicts of law and except that the rule of strict construction against the drafter shall not be applied. This Agreement shall be construed to have been signed in Cook County, Illinois. 11. In the event any portion of this Agreement is held unenforceable, the remainder shall be given force and effect as if the unenforceable provision had not been contained in the agreement unless such result would work a manifest injustice to either party.

Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter agreement enclosed herewith. ABC Corporation By:______________________________ President Accepted and agreed as of the date above written: Business Name:______________________________ By:______________________________

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