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INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT

BETWEEN

___________________________________

(“Client”)

___________________________________

(Mailing Address)

AND

___________________________________

(“Independent Contractor”)

___________________________________

(Mailing Address)

Effective Date of Agreement: _________________

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made

and entered into as of the Effective Date of Agreement set forth above by and between Client

and Independent Contractor.

WITNESSETH:

WHEREAS, the parties hereto desire to have discussions related to, and may enter into, one or

more business transactions (the “Subject Matter”);

WHEREAS, it is contemplated that such discussions and any business transactions entered into

in connection therewith will require the disclosure by Client to Independent Contractor of

Confidential Information (as hereinafter defined);

WHEREAS, both parties recognize the value of the Confidential Information and that it is in their

mutual best interests to maintain the confidential, proprietary and secret nature of the

Confidential Information.

NOW, THEREFORE, for and in consideration of the above premises, and in further

consideration of the mutual covenants and promises contained herein and other good and

valuable consideration, the receipt, adequacy and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

1. CONFIDENTIAL INFORMATION. Confidential Information shall include, but not be limited to,

documents, records, information and data (whether verbal, electronic or written), drawings,

models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical

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procedures, manufacturing processes, analyses, compilations, studies, software, prototypes,

samples, formulas, methodologies, formulations, patent applications, know-how, experimental

results, specifications and other business information, relating to Client’s business, assets,

operations or contracts, furnished to Independent Contractor and/or Independent Contractor’s

affiliates, employees, officers, owners, agents, consultants or representatives, in the course of

their work contemplated in this Agreement, regardless of whether such Confidential Information

has been expressly designated as confidential or proprietary. Confidential Information also

includes any and all analyses, compilations, work product, studies, and other materials prepared

by or in the possession or control of the Independent Contractor, which contain, include, refer to

or otherwise reflect or are generated from any Confidential Information. Confidential Information

may be provided in written, oral, electronic or other form.

2. FORM OF DISCLOSURE. Confidential Information may be oral, visual, or by demonstration,

or in some other form not permanently recorded, and shall be considered Confidential

Information regardless of whether such Confidential Information has been expressly designated

as confidential or proprietary.

3. PERIOD OF CONFIDENTIALITY AND NON-USE. Independent Contractor (including its

affiliates, employees, agents and consultants) shall maintain in strict confidence for a period of

_______________ from the Effective Date and not disclose any Confidential Information it

receives from Client to any third party or use the Confidential Information for its own or any

other party’s benefit, except in furtherance of its obligations to Client pursuant to any business

transaction it may enter into with Client. Independent Contractor shall use, as a minimum, the

same degree of care to avoid disclosure or use of the Confidential Information as it employs

with respect to its own confidential, proprietary and secret information of like importance, but in

any case, using no less than a reasonable degree of care. Independent Contractor shall limit

access to all Confidential Information to only those of Independent Contractor’s personnel,

agents and representatives who “need to know” such information for carrying out Independent

Contractor’s obligations to Client pursuant to any business transaction it may enter into with

Client and the Confidential Information will be used only for carrying out Independent

Contractor’s obligations to Client pursuant to any business transaction it may enter into with

Client. Independent Contractor shall ensure that its affiliates, employees, officers, directors,

owners, agents, consultants, and representatives who are given access to the Confidential

Information by or on behalf of Independent Contractor shall be bound by and shall comply with

the terms of this Agreement.

4. EXCLUSIONS. Information shall not be deemed Confidential Information, and Independent

Contractor shall have no obligation of confidentiality or restriction against use with respect to

any information which:

4.1. was known, in the possession of and documented by Independent Contractor

through no wrongful act of the Independent Contractor prior to Client’s disclosure of such

information; or

4.2. is or becomes publicly known through no wrongful act of Independent Contractor

and/or through no breach of any obligation to Client; or

4.3. is rightfully received from a third party who is not subject to restrictions on the use

and disclosure of such information in favor of Client; or

4.4. is approved for release by written authorization from Client; provided that, unless

notice of said prior knowledge and possession or receipt from a third party is given to

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Client within thirty (30) days of receipt of the information from Client or from a third party,

respectively, it shall be conclusively presumed that the said information was not

previously in the Independent Contractor ‘s knowledge and possession or received from

a third party.

5. DISCLOSURES REQUIRED BY LAW. In the event Independent Contractor is requested or

required by a government or court order, or similar process, to disclose any Confidential

Information supplied to it by Client, Independent Contractor shall provide Client with prompt

notice of such request so that Client may seek an appropriate protective order and/or waive

Independent Contractor’s compliance with the provisions of this Agreement.

6. INDEMNIFICATION. Independent Contractor shall reimburse, indemnify and hold harmless

Client and its affiliates, owners, employees, officers, directors, agents and representatives from

any damage, loss, penalty, cost or expense incurred by Client as a result of or in connection

with the use or disclosure of the Confidential Information contrary to the terms of this Agreement

by Independent Contractor or its affiliates, employees, directors, officers, owners, consultants,

agents or representatives or any others to whom such Confidential Information has been

disclosed by any such persons or entities. The term “affiliates” as used in this Agreement shall

mean any persons, corporations, partnerships, limited liability companies, or other business

entities which directly or indirectly control, are controlled by, or are in common control with such

party to this Agreement. As used herein, the term “control” shall mean possession, directly or

indirectly, of power to direct or cause the direction of management or policies (whether through

ownership of securities, by contract or otherwise).

7. NO PUBLIC COMMENT. Independent Contractor shall not directly or indirectly make any

public comment, statement or communication with respect to, or otherwise disclose or permit

the disclosure to any third party of any Confidential Information or of any matter relating to the

Subject Matter or purpose or any transactions contemplated by the parties in connection

therewith, without the prior written consent of Client.

8. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. Independent Contractor shall notify

Client immediately upon discovery of any unauthorized use or disclosure of Confidential

Information or any other breach of this Agreement by Independent Contractor or any third party

and will cooperate with Client in every reasonable way to help regain possession of the

Confidential Information and prevent its further unauthorized use or disclosure.

9. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All Confidential

Information disclosed to Independent Contractor shall be and remain the property of Client.

Upon Client’s written request, Independent Contractor shall promptly return all Confidential

Information (including all originals, copies, reproductions and summaries of such Confidential

Information), or certify its destruction in writing, and keep the same confidential and secret in

accordance with this Agreement.

10. NO LICENSE. Nothing contained in this Agreement shall be construed as granting or

conferring to Independent Contractor any rights or license or otherwise, either expressly or by

implication, in or to any Confidential Information disclosed by Client to Independent Contractor

as a result of this Agreement, including, without limitation, rights or license under any present or

future patent, patent application, copyright, trademark, service mark, trade secret or other

proprietary information owned, licensed or controlled by Client.

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11. SURVIVAL. Independent Contractor’s obligations of non-disclosure pursuant to the terms of

this Agreement shall survive until all Confidential Information has been returned to Client or the

destruction thereof has been certified to Client in writing.

12. RELATIONSHIP. This Agreement shall not be construed as a joint venture, pooling

arrangement, partnership, teaming effort or agency arrangement but each party hereto shall be

considered as an independent contractor, in accordance with Title 17, United States Code,

Sections 101 and 201(b), and shall be responsible for its own expenses and financial

obligations incurred in the performance of this Agreement. Furthermore, this Agreement does

not express any ownership by the Independent Contractor in the Confidential Information or the

final service or product that is created after the use of said information. All ownership interests, if

any, are to be stated in a separate agreement.

13. NO WAIVER. Neither party waives any rights in invention or development lawfully

possessed by it at the time of signing this Agreement. In addition, this Agreement does not

imply any waiver of any rights or action under the patent, trademark, copyright, trade secret,

unfair competition, fair trade or related laws. Failure to enforce any provision of this Agreement

shall not constitute a waiver of any term hereof.

14. BINDING AGREEMENT. This Agreement shall be binding upon Independent Contractor

and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling

Independent Contractor or controlled by Independent Contractor and shall inure to the benefit of

Client and its subsidiaries, successors, assigns, legal representatives, and all corporations

controlling Client or controlled by Client.

15. INJUNCTIVE RELIEF. Independent Contractor understands and agrees that any use or

dissemination of Confidential Information in violation of this Agreement will cause Client

irreparable harm, and that monetary damages may not be a sufficient remedy for unauthorized

use or disclosure of Confidential Information, and that Client may be left with no adequate

remedy at law; therefore, Client shall be entitled, without waiving any other rights or remedies,

to such injunctive or equitable relief as may be deemed proper by a court of competent

jurisdiction. Such remedies shall not be deemed to be the exclusive remedy for any breach of

this Agreement but shall be in addition to all other remedies available at law or in equity.

16. PREVAILING PARTY. If either party employs attorneys to enforce any rights arising out of

or relating to this Agreement, the prevailing party shall be entitled to recover reasonable

attorneys' fees and expenses.

17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance

with the laws of the State of ___________________ without regard to principles of conflict or

choice of laws, and Independent Contractor consents to venue and jurisdiction in and by the

state and federal courts in the jurisdiction of the Client.

18. ASSIGNMENT. This Agreement may not be assigned by Independent Contractor without

the prior written consent of Client.

19. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the

parties relative to the protection of Confidential Information and supersedes all prior and

collateral communications, reports and understanding between the parties in respect thereto.

No change, modification, alteration or addition to any provision shall be binding unless it is in

writing and signed by an authorized representative of both parties.

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20. SEVERABILITY. If a court of competent jurisdiction makes a final determination that any

provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable for any

reason whatsoever, and all rights to appeal the determination have been exhausted or the

period of time during which any appeal of the determination may be perfected has been

exhausted, (i) the validity, legality and enforceability of the remaining provisions of this

Agreement shall not in any way be affected or impaired thereby; and (ii) to the fullest extent

possible, the provisions of this Agreement shall be construed so as to give effect to the intent

manifested by the provisions held invalid, illegal or unenforceable.

21. HEADINGS. The headings in this Agreement are for reference purposes only and shall not

limit or otherwise affect the meaning of the provisions.

22. COUNTERPARTS. This Agreement may be executed in one or more counterparts including

signing a facsimile copy. Each counterpart shall be deemed an original and all counterparts

together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives

to execute this Agreement as of the date first written above.

INDEPENDENT CONTRACTOR:

Independent Contractor’s Signature ___________________________ Date: ___________

Print Name: ___________________________

Company: ___________________________

Title: ___________________________

CLIENT:

Client’s Signature ___________________________ Date: ___________

Print Name: ___________________________

Company: ___________________________

Title: ___________________________

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INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT (Non-Disclosure Agreement)

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