NONDISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT (the "Agreement") is entered into by and between Company
(“COMPANY”) and Reviewer , having its address at ____________________________________, (the
“Reviewer”), which shall include, to the extent applicable, affiliates and subsidiaries of the Reviewer.
WHEREAS, COMPANY has already disclosed, and/or will be disclosing, to the Reviewer certain
solicited and/or unsolicited information regarding COMPANY and its business (the
"Information");
WHEREAS, the Reviewer wishes to receive the Information for the sole purpose of evaluating
COMPANY’s contemplated business for the purpose of investment or for the purpose of providing
advice or other services to COMPANY (the “Permitted Purposes”);
WHEREAS, COMPANY is disclosing the Information to the Reviewer for the Permitted Purposes;
and
WHEREAS, COMPANY is willing to disclose the Information and the Reviewer is willing to receive
the Information on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. RESTRICTIONS ON USE AND DISCLOSURE

The Reviewer shall not use any portion of the Information in any manner or for any purpose other than as
is necessary and/or appropriate in connection with the Permitted Purposes. The Reviewer shall keep
strictly confidential all Information and will not, without COMPANY’s express written authorization,
signed by one of COMPANY’s authorized officers, use or sell, market or disclose any Information to any
third person, firm, corporation, or association for any purpose. Further, at all times that the Reviewer is in
possession of Information, the Reviewer shall:
(a) use a reasonable degree of care to maintain the Information secret that is not less than the same
degree of care the Reviewer uses in maintaining secret its own secret information;
(b) disclose the Information to no one other than employees or advisors of the Reviewer with a need
to know in order to perform the Permitted Purposes;
(c) advise all such employees and advisors of their obligations with respect to the Information and be
responsible for their breach of this Agreement;
(d) return to COMPANY all Information provided, in whatever form, within fifteen (15) days
following written request by COMPANY to the Reviewer to return the Information.
Notwithstanding the foregoing, Information shall not include information which:
(a) is or becomes generally known or available to the public (through no fault of the Reviewer or its
employees or advisors);
(b) is in the Reviewer’s possession prior to a disclosure by COMPANY to the Reviewer;
(c) subsequently comes into the Reviewer’s possession through channels independent of
COMPANY (provided the Reviewer is unaware that such channels are legally prohibited from
disclosing the information);
(d) is independently developed by the Reviewer; or
(e) is released or disclosed by the Reviewer in accordance with a valid order of a court or
government agency, provided the Reviewer (1) promptly notifies COMPANY of such order,
and (2) reasonably cooperates with COMPANY (at COMPANY’s expense) in obtaining a
protective order of reasonable scope with respect to the order requiring release or disclosure.

2. OWNERSHIP OF CONFIDENTIAL INFORMATION

All Information shall remain the property of COMPANY and shall be returned to COMPANY or
destroyed upon request of COMPANY. Nothing in this Agreement shall be construed as granting to or
conferring upon the Reviewer any rights by license or otherwise in the Information. No representation is
made by COMPANY that the Information provided to the Reviewer is complete or accurate, and
COMPANY shall have no liability whatsoever to the Reviewer relating to or resulting from the use of the
Information or any inaccuracies or omissions therefrom.

3. TERM OF AGREEMENT
This Agreement shall expire ___ years after the date hereof, unless terminated at an earlier date by a
mutual written agreement of the parties.

4. MISCELLANEOUS
(a) No failure or delay by COMPANY in exercising any right, power or privilege hereunder shall
operate as a waiver hereof and all waivers are required to be in a writing signed by COMPANY.
(b) In the event of a breach or threatened breach of this Agreement by the Reviewer, COMPANY, in
addition to any other rights and remedies available at law or in equity, shall be entitled to
preliminary and final injunctions, enjoining and restraining such breach or threatened breach or
intended breach.
(c) The rights and obligations of the Reviewer under this Agreement may not be sold, assigned, or
otherwise transferred by any means without the written permission of COMPANY.
(d) This agreement sets forth the entire agreement and understanding between the parties as to the
subject matter hereof and supercedes, cancels, and merges all agreements, negotiations,
commitments, writings, and discussions between them as to the subject matter prior to the date
of this Agreement.
(e) The validity, construction, performance, and enforcement of this Agreement, together with the
resolution of any disputes or proceedings related thereto, are governed by the laws of the state
of New Hampshire.

This Agreement is binding upon COMPANY and the Reviewer, and upon any directors, officers,
employees, and agents of each. This Agreement is effective as of the later date of execution.

Agreed to and executed this _________day of ________, 20___, by:

on behalf of COMPANY: on behalf of the Reviewer:

_________________________________ ____________________________

_________________________________ ____________________________
Name Name

_________________________________ ____________________________
Title Title