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Terms:
1. Purpose. The parties hereto wish to explore a business possibility to _______ (the "Relationship") in connection with which each party may disclose its Confidential Information to the other. 2. Definition of Confidential Information. "Confidential Information" means any information, technical data, or know-how, whether or not a statutory "trade secret" of the disclosing party, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. The existence and content of discussions regarding the Relationship shall also be deemed Confidential Information hereunder. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of the receiving party, (iii) is approved by the disclosing party, in writing, for release by the receiving party, or (iv) is required to be disclosed by applicable law or proper legal, governmental or other competent authority (provided that the party whose information is to be disclosed shall be notified sufficiently in advance of such requirement so that it may seek a protective order (or equivalent) with respect to such disclosure, which the other party shall fully comply with). 3. Nondisclosure and Limited Use of Confidential Information. Each party agrees not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Neither party will disclose any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than the receiving party's employees, legal counsel, accountants and other agents who are required to have the information in order to carry out the discussions regarding the Relationship. Each party will have or has had employees, legal counsel, accountants and other agents to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the disclosing party sign a nondisclosure or similar agreement in content substantially similar to this Agreement, or otherwise will ensure that such party is bound to keep such information confidential at a minimum to the extent set forth herein. At the request of the other party, each party will promptly notify the other party in writing of the names of the persons to whom the other party's Confidential Information will be or has been disclosed. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the disclosing party that may come to the receiving party's attention. 4. Return of Materials. Any materials or documents that have been furnished by one party to the other in connection with the Relationship will be promptly returned by the receiving party, accompanied by all copies of such documentation and any derivative works thereof, within ten (10) days after (i) the Relationship, or discussions with respect thereto, has/have been terminated or (ii) the written request of the disclosing party. 5. Patent or Copyright Infringement. Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party, nor shall this Agreement grant either party any rights in or to the other party's Confidential Information other than the limited right to review such Confidential Information in connection with the Relationship between the parties. 6. Term. This Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available without breach of this Agreement. 7. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information of the disclosing party may not be assigned without the prior written consent of the disclosing party. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party. 8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, and shall be binding upon the parties to this Agreement in the United States and worldwide. The federal and state courts within the State of Nevada shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement and the parties hereto consent to the personal jurisdiction of such courts. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction (including courts outside the State of Nevada) solely with respect to obtaining temporary or preliminary equitable relief in advance of a final determination on the merits. 9. Remedies. Each party agrees that its obligations provided in this Agreement are necessary and reasonable in order to protect the disclosing party and its business, and each party expressly agrees that monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Agreement. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages. 10. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. 11. Counterparts; Facsimiles. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 12. Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby, and that provision shall be reformed, construed and enforced to the maximum extent permissible, provided that this Agreement shall not then substantially deprive either party of the initially bargained-for performance of the other party. Any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.
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