NON-DISCLOSURE AGREEMENT

confidential

THIS AGREEMENT, dated __________________________ is made between ___________________ whose address is _________________________________, hereinafter referred to as Owner and ____________________, whose address is _________________________________________________ , hereinafter referred to as Recipient. WHEREAS, the parties have determined that it is in their mutual best interest to exchange business information for the purpose of exploring a possible business relationship between the parties and have determined to establish terms governing the use and protection of certain information one party may disclose to the other party, and vice versa. NOW THEREFORE, the parties agree as follows: 1. Confidential Information means oral or written information describing the Owners concept, including, but not necessarily limited to, strategy, financial, or marketing information, which is conveyed by the Owner as confidential. The obligations imposed upon the Recipient shall not apply to the information which is 1) made public by the Owner; 2) already in the possession of the Recipient; 3) received from a third party without restriction and without breach of this agreement; or, 4) disclosed pursuant to a valid order of a court or other governmental body. 2. The Recipient may use Confidential Information of the Owner only for the purpose of this Agreement and shall protect such Confidential Information for a period of three (3) years from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. Moreover, the Recipient will not use Confidential Information to unfairly compete with Owner. The parties also agree to treat as Confidential Information, and not to disclose to others the identity of any party involved in the potential business relationship. 3. Confidential Information disclosed under this Agreement, including information in computer software or held in electronic storage media, shall be and remains the property of the Owner. All such information in tangible form shall be returned to the Owner upon written request and shall not thereafter be retained in any form by the Recipient. 4. It is acknowledged by recipient that information to be furnished in this business plan, demo, DVD or technology is in all respects confidential in nature, other than information which is in the public domain through other means and that any disclosure or use of same by reader may cause serious harm or damage to the Owner and the property. Such breach will be enforced by the laws of the State of _________________. 5. This non disclosure agreement is with regards to the intellectual property entitled ________________ co-owned by ________________________________ .

AGREED AND ACCEPTED: ______________________________________

Date: _______________________________