NDA for Business Discussions(Communications)

L-FM-03-3a V.1

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT FOR BUSINESS DISCUSSIONS

This Confidentiality and Non-Disclosure Agreement is made this _____ day of ________________, 2001, between ARBROS Communications, Inc. (ARBROS) and __________________________________. The parties wish to engage in discussions regarding possible business transactions between them. To facilitate those discussions, it may be necessary for either or both of the parties to disclose certain information on a confidential basis. In consideration of these premises and the mutual obligations contained herein, and for other good and valuable consideration, the parties agree as follows: 1. Definitions. For the purpose of this Agreement: (a) Confidential Information means information, whether in oral, written, graphic, electromagnetic, or any other form, that one Party to this agreement (the Disclosing Party) communicates to the other (the Receiving Party), and which: (i) the Receiving Party does not already possess free of any obligation of confidentiality; (ii) if disclosed in tangible form, is clearly marked as confidential; and (iii) if disclosed orally, the Disclosing Party designates as confidential at the time of disclosure or promptly thereafter. (b) Party means an entity that has executed this Agreement and its affiliated entities. 2. Use and Disclosure. (a) The Receiving Party shall use Confidential Information solely for the purpose for which it is disclosed. (b) Confidential Information shall remain the property of the Disclosing Party. (c) The Receiving Party shall not disclose Confidential Information to anyone other than those of its employees, agents, and advisors who have a need to know the Confidential Information in connection with the purpose for which it is disclosed. 3. Termination of Obligations. With respect to any item of Confidential Information, the obligations of Section 2 above shall continue until: (a) Such item of Confidential Information has become generally available to the public other than as a result of a breach of this Agreement; (b) Such item of Confidential Information has been lawfully disclosed to the Receiving Party by a person that is subject to no restriction against disclosing it; (c) Such item of Confidential Information is required by law to be disclosed; provided that, before making such disclosure, the Receiving Party shall give the Disclosing Party prompt notice and an opportunity to interpose an objection or otherwise to take action to protect the Confidential Information; (d) The Receiving Party can demonstrate by documentary evidence that it has independently developed such item of Confidential Information without breach of this Agreement; or (e) Three years has elapsed from the date of disclosure (unless such item of Confidential Information consists of computer software, in which case the Receiving Party shall not disclose it without the prior written consent of the Disclosing Party).
2 of 4 Information Proprietary to Arbros, Inc. This may not be the most recent version of this document. Controlled updates are available from the online library.