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This AGREEMENT is entered into on this _________ day of ________________, 200___ by and between ______________________________________ having offices located at _________________________________________________________ (hereinafter referred to as "RECEIVER"), and _______________________, having offices located at _________________________________________________________ (hereinafter referred to as "DISCLOSER"), under which RECEIVER is to receive from DISCLOSER certain information concerning ___________________________________, to be permitted to use such information for specified purposes while protecting same from inappropriate revelation. Therefore, DISCLOSER and RECEIVER agree only as follows:


          1.  TERM


          This Agreement shall become effective on the date indicated above and shall remain in effect for ______________ years thereafter.




          Proprietary Information shall mean all textual and graphic documents, all concept, engineering or patent drawings or information, and all research, financial and engineering data or information which are disclosed hereunder by DISCLOSER to RECEIVER that are in any form, including oral, written, visual or machine readable form. 


          3.  NON-REVELATION


          RECEIVER shall preserve in confidence any Proprietary Information received from DISCLOSER during the Term of this Agreement set forth in Paragraph 1 for __________ years following such receipt by preventing any disclosure of such Proprietary Information to any third party without the written authorization of DISCLOSER, using as a minimum in doing so the same degree of care RECEIVER uses to restrict disclosure of its own information that it considers proprietary or confidential.  RECEIVER shall disclose Proprietary Information of DISCLOSER to only of those of its employees which need to know same for the uses permitted thereof under this Agreement.


          4.  USE


          RECEIVER shall use Proprietary Information provided thereto by DISCLOSER only during the Term under Paragraph 1 and only for purposes of evaluation thereof and for planning possible uses of in its future business and for the benefit of DISCLOSER.  RECEIVER shall make no other use thereof, nor derive any other commercial benefit therefrom.




         Excluded from Proprietary Information of DISCLOSER is any information that is: 


         a) known to RECEIVER on or before the Term of this Agreement under Paragraph 1 began, and can be shown to have been so known by documentary evidence; or


          b) obtained by RECEIVER without restriction as to the further disclosure thereof from a source other than DISCLOSER through no breach of confidence by such source, and can be shown to be so obtained by documentary evidence; or


          c) in the public domain when received, or thereafter enters the public domain through no fault of RECEIVER, including that contained in any patent issuing on a patent application which was theretofore included in Proprietary Information.


         6.  RIGHTS


         All Proprietary Information shall continue to be owned by DISCLOSER even after any transfer thereof from DISCLOSER to RECEIVER, and RECEIVER shall make no copies thereof.  Neither this Agreement nor any disclosure of Proprietary Information hereunder by DISCLOSER to RECEIVER shall be construed as granting any right or license expressed or implied under any inventions, patents, or copyrights now or hereafter owned or controlled by DISCLOSER. 


          7.  EXPIRATION


          This Agreement shall expire at the end of the Term of Paragraph 1, but such expiration of this Agreement shall not relieve RECEIVER of any obligation to preserve in confidence as set out in Paragraph 3 any Proprietary Information received by RECEIVER from DISCLOSER prior to such expiration which obligation shall continue until the end of the time duration set therefor in Paragraph 3.  DISCLOSER may terminate any further transmittals of Proprietary Information by DISCLOSER to RECEIVER during the Term under Paragraph 1 upon thirty (30) days written notice from DISCLOSER to RECEIVER to so terminate.


          Upon expiration of this Agreement, RECEIVER shall cease all use of Proprietary Information received from DISCLOSER and shall, upon request, return all such Proprietary Information, including any copies thereof, then in its possession or that of its legal counsel as set forth in Paragraph 3.  Alternatively, at the request of DISCLOSER, RECEIVER shall utilize its best efforts to destroy all such Proprietary Information, including any copies thereof, then in its possession or control, and provide to DISCLOSER written certificate within sixty (60) days of such request certifying that such destruction has been completed.  




          a)  Nothing in this Agreement shall be construed as an obligation by either party to enter into a contract, subcontract or other business relationship.  Each party shall bear all costs and expenses incurred by it under or in connection with this Agreement.


          b)  Rights and obligations of the parties provided by this Agreement shall take precedence over specific legends or statements provided with or associated with any Proprietary Information received by RECEIVER from DISCLOSER.


          c)  This Agreement contains the entire understanding between the parties, superseding all prior or contemporaneous communications, agreements, or understandings between the parties with respect to the disclosure and protection of Proprietary Information.



          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed

in duplicate originals by their duly authorized representatives.


Signed________________________                   Signed________________________


By__________________________                      By __________________________


Title _________________________                    Title _________________________


Date ________________________                      Date _________________________




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