NONDISCLOSURE AGREEMENT

            THIS AGREEMENT made and entered into this _____ day of __________________, 20___, by and between ______________________________________ (hereinafter referred to as "INVENTOR"), whose address is __________________________________________, and _____________________________________ (hereinafter referred to as "COMPANY"), whose address is __________________________________________________________;

            WHEREAS, INVENTOR has developed a new product known as the ________________________________________________________ (the "New Product"), which has not yet been publicly disclosed;                

            WHEREAS, COMPANY and INVENTOR wish to discuss the New Product in detail in order to explore the possibility of COMPANY using the New Product in its products;

            NOW, THEREFORE, both COMPANY and INVENTOR agree that any technical information relating to the New Product which is received by COMPANY and INVENTOR will be governed by the following terms:

            1.         "Proprietary Information" means any technical information, including drawings and prototypes, which is provided by INVENTOR to COMPANY relating to the New Product.  The Proprietary Information does not include technical information which:

            (a)        is in the possession of COMPANY prior to receiving it from INVENTOR; or

            (b)        is or becomes part of the public knowledge or literature by acts other than  
 those of COMPANY after receiving it from INVENTOR; or

            (c)        is or becomes available to COMPANY from a source other than INVENTOR.

            2.         For a period of two (2) years from the date of this Agreement:

            (a)        COMPANY agrees to treat the Proprietary Information as proprietary;

            (b)       COMPANY will not divulge, in whole or in part, the Proprietary Information to any third party without the prior written consent of INVENTOR; and

            (c)      COMPANY will make no commercial use, in whole or in part, of any Proprietary Information without the prior written consent of INVENTOR.

                                                                                    COMPANY

_______________________________                      ________________________________

Signature                                                                                               Signature

_______________________________                  By_______________________________

Inventor’s Name                                                              Officer’s Name

                                                                                Its________________________________

                                                                                     Title

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