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This Non-Disclosure Agreement (the "Agreement") is entered into as of ("Effective Date"), by and between:

Disclosing Party:

Receiving Party:

Hereinafter, the Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Specifically, it includes, but is not limited to:

2. Obligations of Receiving Party

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.

3. Exclusions from Confidential Information

Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Receiving Party; (b) discovered or created by Receiving Party before disclosure by Disclosing Party; or (c) learned by Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives.

4. Term

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect for a period of year(s) from the Effective Date.

5. Governing Law

This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the , without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

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