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INTERNSHIP CONFIDENTIALITY AGREEMENT

This Internship Confidentiality Agreement, known as the "Agreement", is between

______________________________, hereinafter known as the "Intern", and

______________________________, hereinafter known as the "Sponsor". Collectively,

the Intern and Sponsor shall be known as the “Parties”, agree as follows:

1. KNOWLEDGE AND EXPERIENCE. The Sponsor shall be recognized as the

individual or entity that provides a position to the Intern in order to obtain knowledge and

experience in an industry that will merit justification of value in accordance with local

and federal laws, hereinafter known as the "Internship Program". Intern agrees to serve

unpaid for the Internship Program and to comply with any and all required policies of the

Sponsor and its Internship Program. The Intern shall not possess the authorization to

represent themselves as an employee of the Sponsor at any time.

2. 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 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 Sponsor’s business, assets, operations or

contracts, furnished to Intern and/or Intern’s affiliates, officers, owners, agents,

consultants or representatives, in the course of their efforts, regardless of whether such

Confidential Information has been expressly designated as confidential or proprietary.

Confidential Information also includes any and all analyses, compilations, products,

studies, and other data or material prepared by or in the possession or control of the

Intern 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. Intern acknowledges that no representation or warranty,

expressed or implied, has been or is made by or on behalf of Sponsor as to the

accuracy or completeness of any of the Confidential information furnished to the Intern.

3. 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.

4. PERIOD OF CONFIDENTIALITY AND NON-USE. Intern shall maintain in strict

confidence for a period of _____________________ from the Effective Date and not

disclose any Confidential Information it receives from Sponsor 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 Sponsor pursuant to any business transaction it may

enter into with Sponsor. Intern shall use, as a minimum, the same degree of care to

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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. Intern shall limit access to all

Confidential Information to only those of Intern’s personnel, agents and representatives

who “need to know” such information for carrying out Intern’s obligations to Sponsor

pursuant to any business transaction it may enter into with Sponsor, and the

Confidential Information will be used only for carrying out Intern’s obligations to Sponsor

pursuant to any business transaction it may enter into with Sponsor. Intern shall ensure

that anyone who is given access to the Confidential Information by or on behalf of Intern

shall be bound by and shall comply with the terms of this Agreement.

5. EXCLUSIONS. Information shall not be deemed Confidential Information, and Intern

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

information which:

5.1. was known, in the possession of or documented by Intern through no

wrongful act and prior to Sponsor’s disclosure of such information to Intern;

5.2. becomes publicly known through no wrongful act of Intern and/or through no

breach of any obligation to Sponsor;

5.3. is rightfully received from a third party who is not subject to restrictions

regarding the use and disclosure of such information in favor of Sponsor; or

5.4. is approved for release by written authorization from Sponsor; provided that,

unless notice of said prior knowledge and possession or receipt from a third party

is given to Sponsor within thirty (30) days of receipt of the information from

Sponsor or from a third party, respectively, it shall be conclusively presumed that

the said information was not previously in the Intern’s knowledge and possession

or received from a third party.

6. DISCLOSURES REQUIRED BY LAW. In the event Intern is requested or required by

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

supplied to it by Sponsor, Intern shall provide Sponsor with prompt notice of such

request so that Sponsor may seek an appropriate protective order and/or waive Intern’s

compliance with the provisions of this Agreement.

7. INDEMNIFICATION. Intern shall reimburse, indemnify and hold harmless Sponsor

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

from any damage, loss, penalty, cost or expense incurred by Sponsor as a result of or in

connection with the use or disclosure of the Confidential Information contrary to the

terms of this Agreement by Intern 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

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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).

8. NO PUBLIC COMMENT. Intern 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 Sponsor.

9. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. Intern shall notify Sponsor

immediately upon discovery of any unauthorized use or disclosure of Confidential

Information or any other breach of this Agreement by Intern or any third party, and will

cooperate with Sponsor in every reasonable way to help regain possession of the

Confidential Information and prevent its further unauthorized use or disclosure.

10. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All Confidential

Information disclosed to Intern shall be and remain the property of Sponsor. Upon

Sponsor’s written request, Intern 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.

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

or conferring to Intern any rights or license or otherwise, either expressly or by

implication, in or to any Confidential Information disclosed by Sponsor to Intern 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 Sponsor.

12. SURVIVAL. Intern’s obligations of non-disclosure pursuant to the terms of this

Agreement shall survive until all Confidential Information has been returned to Sponsor

or the destruction thereof has been certified to Sponsor in writing.

13. 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 responsible for its own expenses and

financial obligations incurred in the performance of this Agreement.

14. 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.

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15. BINDING AGREEMENT. This Agreement shall be binding upon Intern and its

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

the Intern or controlled by the Intern and shall inure to the benefit of Sponsor and its

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

Sponsor or controlled by Sponsor.

16. INJUNCTIVE RELIEF. Intern understands and agrees that any use or dissemination

of Confidential Information in violation of this Agreement will cause Sponsor irreparable

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

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

remedy at law; therefore, Sponsor 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.

17. 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.

18. 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 Intern consents to venue and jurisdiction in

and by the state and federal courts in the jurisdiction of the Sponsor.

19. ASSIGNMENT. This Agreement may not be assigned by Intern without the prior

written consent of Sponsor.

20. 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.

21. 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.

22. HEADINGS. The headings in this Agreement are for reference purposes only and

shall not limit or otherwise affect the meaning of the provisions.

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23. 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, I, the Intern, have read the above Agreement and agree to its

terms.

Intern’s Signature __________________________ Date _________________

Print Name __________________________

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