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Mutual Confidentiality and Nondisclosure Agreement

This is an agreement between a consultant and a client whereby both parties agree to keep confidential certain proprietary information they learn during the course of their interaction. Confidential information includes, but is not limited to, patents, trade secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In addition, the agreement disclaims the confidentiality of certain information that was freely available in the public domain. This document should be used by consultants and their clients who mutually agree to keep proprietary information confidential.



Mutual Confidentiality and Nondisclosure Agreement
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This is an agreement between a consultant and a client whereby both parties agree to
keep confidential certain proprietary information they learn during the course of their
interaction. Confidential information includes, but is not limited to, patents, trade
secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In
addition, the agreement disclaims the confidentiality of certain information that was
freely available in the public domain. This document should be used by consultants and
their clients who mutually agree to keep proprietary information confidential.
          MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the
“Agreement”) is made and entered into this ____ day of __________, 20__ (“Effective Date”),
by and between [insert name of Consultant/Contractor], a [state]corporation, with offices at
[insert address and phone number of Consultant/Contractor] (“Consultant/Contractor”), and
[insert name of Owner/Client] a [state] corporation with offices at [insert address and phone
number of Owner/Client] ( “Owner/Client”). As used herein, an “Affiliate” of a party is any
other entity directly or indirectly controlling, controlled by or under common control with such
party as of the date of this Agreement. As used herein, the term "control" shall mean (i) the
legal, beneficial or equitable ownership, directly or indirectly, of at least a majority of the equity
interests of an entity; or (ii) the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of an entity or the election of a majority of the
board of directors or comparable governing body of an entity, whether through the ownership of
voting securities, by contract or otherwise.

WHEREAS, Owner/Client and Consultant/Contractor are each willing to disclose to the other
and to receive certain Confidential Information (as hereinafter defined) from the other party in
order to permit Owner/Client and Consultant/Contractor to determine the desirability of entering
into a possible business transaction with each other relating to: [insert description of Project
and/or Services to be rendered] offered by the Owner/Client (the “Transaction”), subject to the
terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing premises and mutual promises hereinafter
contained, Owner/Client and Consultant/Contractor agree as follows:

1. As used herein, the term “Disclosing Party” shall refer to either Owner/Client or
   Consultant/Contractor in connection with its disclosure of any such written or oral
   information to the other party, and the term “Receiving Party” shall refer to either
   Owner/Client or Consultant/Contractor in connection with its receipt of any such written or
   oral information from the other party.

2. The term “Confidential Information” shall mean and refer to all confidential or proprietary
   information, documents, and materials, whether printed or in machine-readable form or
   otherwise, including, but not limited to, processes, hardware, software, inventions, trade
   secrets, ideas, designs, research, know-how, business methods, production plans, marketing
   and branding plans, merger plans, human resource policies, programs, and procedures
   relating to and including but not limited to organizational structure, management, marketing
   and branding strategies, products and services, customer service, merger integration
   provisions, human resource and employee benefit policies, programs, and services, and
   internal communication processes and technology tools. Confidential Information shall
   include all information that should reasonably have been understood by the Receiving Party,
   because of legends or other markings, the circumstances of disclosure, or the nature of the
   information itself, to be proprietary and confidential to the Disclosing Party, regardless of

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    whether such information is marked “Confidential.” Notwithstanding the foregoing,
    “Confidential Information” shall not include information which:

    (i)       was or is obtained by the Receiving Party from a third party which, to the to the
              actual knowledge of the Receiving Party, was or is lawfully in possession of such
              information and was or is not in violation of any contractual or legal obligation to a
              Disclosing Party or other third party with respect to such information;

    (ii)      is or becomes part of the public domain through no fault of the Receiving Party or its
              Representatives (as defined below);

    (iii)     was or is independently ascertained or developed by the Receiving Party or its
              Representatives; or

    (iv)      is approved for disclosure and release by written authorization of the Disclosing
              Party.

3. The Receiving Party, and the directors, officers, employees, agents or other representatives
   (including, without limitation, attorneys, accountants, consultants, investment bankers,
   financial advisors and lenders) of such party and its Affiliates (collectively, its
   “Representatives”) may produce reports, notes, analyses, compilations, files, data, forecasts,
   studies, memoranda or other documents which contain or otherwise reflect the Confidential
   Information or the Receiving Party’s review of or interest in such possible Transaction
   (collectively, the “Review Material”). The Confidential Information, together with the
   Review Material shall be referred to herein as the “Evaluation Material.”

4. The parties agree to use the Evaluation Material only for the Transaction and only in
   accordan

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