WHEREAS, the Company agrees to furnish the Undersigned certain confidential information (as set forth below) relating to the operation and affairs of the Company for purposes of aiding the Undersigned in its review of the Company’s business, with the intent of enabling the Undersigned to review the Company’s marketability for a possible sale or merger.

Company proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Undersigned. Confidential Information shall include information relating to non-public, confidential and proprietary operations, properties, personnel, financial information, materials, products, technology, computer programs, manuals, business plans, software, marketing plans, and other information disclosed or submitted, orally, in writing, or by any other media, to Undersigned by Company.

BE IT KNOWN, that the Company has or shall furnish to the Undersigned certain confidential information on the following conditions:

  1. The Undersigned agrees that the Confidential Information is to be considered confidential and proprietary to Company and the Undersigned shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its affiliation with Company.  Undersigned will not disclose, publish or otherwise reveal any of the Confidential Information received from Company to any other parties, agents, representatives or employees whatsoever except with the specific prior written authorization of Company.
  2. Confidential Information furnished in tangible form shall not be duplicated by Undersigned except for purposes of this Agreement. Upon the request of Company, Undersigned shall return all Confidential Information received in written or tangible form, including copies or reproductions or other media containing such Confidential Information, within fourteen (14) days of such request. At Undersigned’s option, any documents or other media developed by the Undersigned containing Confidential Information may be destroyed by Undersigned. Undersigned shall provide a written certificate to Company regarding destruction within Fourteen (14) days thereafter.
  3. The Undersigned shall not disclose the fact that discussions are taking place concerning a possible acquisition of the Company, unless the failure to disclose would, in the opinion of the Undersigned’s counsel, constitute a violation of any law, regulation or rule, or subject the Undersigned to civil or criminal liability.
  4. The Undersigned agrees that for a period of two (2) years from the date hereof, it will hold in confidence all information received from the Company which is marked “confidential’ or “proprietary” or which, being of a nature not readily so marked, is designated by written notice to be of a confidential nature, (“Information”), and that the Information shall be used only for the contemplated purpose.
  5. The parties agree that information shall not be deemed to be confidential or proprietary and the Undersigned shall have no obligation with respect to information which:

a. is already known to the Undersigned or is generally known within the Company’s industry; or

b. is or becomes publicly known through no neglect or wrongful act of the Undersigned; or

c. is rightfully received by the Undersigned form a third party without restriction; or

d. is independently developed by the Undersigned; or

e. is furnished to a third party by the Company without similar restriction on the third party’s rights of disclosure; or

f. is approved for release by written authorization of the Company; or

g. is required to be disclosed by any order of a governmental agency, legislative body or court of competent jurisdiction.

h. The parties agree that if Company signs an agreement to have Undersigned act as an intermediary for the sale or merger of the Company, this agreement will become null and void.

Please sign the attached duplicate of this Letter of Confidentiality, which constitutes your acceptance.

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