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Non-Disclosure Agreement - One Way - Version 1

This is an NDA to be used when only one party will be disclosing confidential information. This is slanted slightly in favor of the party disclosing the information.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made as of DATE by and between DISCLOSING COMPANY FULL NAME, a DISCLOSER STATE OF FORMATIONcorporation with its principal offices at DISCLOSER ADDRESS, (“DISCLOSER SHORT NAME”) and RECEIVING COMPANY FULL NAME, a RECEIVER STATE OF FORMATION with its principal offices at RECEIVER ADDRESS (“RECEIVER SHORT NAME”).

WHEREAS, (i) Company#1 and Company#2 desire to explore the possibility of a business arrangement, (ii) Company#1 has what it considers to be valuable, proprietary and confidential matter or information, including without limitation, information relating to [complete with some specifics about the information that may be disclosed, such as the identities of Company#1’s customers, Company#1’s customers’ requirements, Company#1’s pricing], as well as other trade secrets, financial, business and/or technical information of Company#1 ("Company#1’s Confidential Information") (iii) in the course of discussing such business arrangement, Company#1 may disclose to Company#2 certain of its Confidential Information for the express purpose of allowing Company#2 to determine whether and how to proceed with the business arrangement, and Company#1 is willing, in its sole discretion and on a confidential basis, to disclose to Company#2, its Confidential Information for such purposes, (iv) Company#2 agrees that it shall receive Company#1’s Confidential Information only on the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of receipt of Company#1’s Confidential Information, Company#2 agrees as follows:

1. Obligation of Nondisclosure. Company#2: (i) shall hold all of Company#1’s Confidential Information in absolute confidence, (ii) shall use Company#1’s Confidential Information only for the purpose of determining whether and how to proceed with the business arrangement with Company#1, (iii) shall not use Company#1’s Confidential Information in any way directly or indirectly detrimental to the interests of Company#1, (iv) shall not reproduce Company#1’s Confidential Information except to the extent absolutely necessary for preparing its evaluation, (v) shall restrict disclosure of Company#1’s Confidential Information to its employees and consultants with a need to know, and (vi) shall not disclose Company#1’s Confidential Information to any third party by any means, without prior written approval of Company#1.

2. Extent of Obligation. Company#2 shall protect Company#1’s Confidential Information: (a) if it is clearly and conspicuously marked as “confidential” or with a similar designation; (b) if it is identified by Company#1 as confidential and/or proprietary before, during, or promptly after presentation or communication; or (c) if it is disclosed in a manner in which Company#1 reasonably communicated, or Company#2 should reasonably have understood under the circumstances, that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used.

3. Application to Others. Company#2 acknowledges that each of its directors, officers, employees, consultants and affiliates to whom the Confidential Information is disclosed is a party to a written agreement requiring such person to maintain the non-disclosure obligations of Company#2.

ALTERNATIVE (NOT TYPICALLY ACCEPTED): Company#2 agrees that it shall require any employee and consultant to whom Company#1’s Confidential Information is disclosed, in observance of Section 1, to certify in writing to Company#1, by signing and delivering to Company#1 an original signed copy of the Statement of Adherence attached hereto as Attachment A, that such employee or consultant has read this Agreement and agrees to be bound by its provisions.

4. Exceptions. The restrictions on the use or disclosure ofCompany#1’s Confidential Information set forth in Section 1, shall not apply to any information: (i) which is independently derived by Company#2 as evidenced by pre-existing collateral material, (ii) lawfully received by Company#2 from another source having the legal right to so furnish such information or (iii) after such information has become generally available to the public without breach of this Agreement by Company#2 or any of its respective employees, consultants, officers, directors or affiliates. At least thirty (30) days prior to making any disclosure of Company#1’s Confidential Information pursuant to a claim of exclusion in this Section 4, Company#2 shall give Company#1 written notice to that effect, together with documentary evidence to substantiate its claim. In any action alleging the unauthorized disclosure of Confidential Information, the burden shall be on Company#2 to prove by clear and convincing evidence the entitlement to an exclusion in this Section 4.

5. No License Granted. No license toCompany#2 under any trademark, patent, copyright or other intellectual property right is either granted or implied by the disclosure of Company#1’s Confidential Information to Company#2.

6. No Representations. Company#1 neither makes any representation nor assumes any liability for the accuracy, completeness or utility of any Confidential Information or the consequences arising out of the use thereof, the sole purpose of this Agreement being to protect the confidentiality and ownership of Company#1’s Confidential Information.

7. Legal Compulsion. Company#2’s obligations of non-disclosure and non-use do not apply to any Confidential Information Company#2 is obligated to produce as a result of a court order or pursuant to government action, but only if Company#1 has been given notice of and an opportunity to appear and thereby object to such disclosure, but is unsuccessful in preventing the disclosure, and then only to the extent that Company#2 is legally required to disclose, as set forth in a written opinion of Company#2’s legal counsel, and provided that Company#2 exercises its best efforts to obtain assurance that such disclosed information shall be accorded confidential treatment.

8. Records of Receipt. Company#2 agrees to keep a record of Company#1’s Confidential Information received from Company#1 and of the location(s) of such information. All Confidential Information delivered by Company#1 to Company#2 and all copies thereof, and all reports, memoranda, notes, abstracts, documents, disks and other writings prepared by Company#2 and containing Company#1’s Confidential Information, whether in tangible or electronic form, shall remain the property of Company#1 and shall be returned to Company#1 (i) upon request by Company#1, (ii) upon termination of the discussions of a business arrangement between Company#1 and Company#2, or (iii) upon Company#2’s determination that it no longer has a need for Company#1’s Confidential Information. In the alternative, withCompany#1’s written consent, Company#2 will destroy all such documents and will delete all such computer files. Company#2 will provide to Company#1 a written certification of an officer of Company#2 that Company#2 has complied fully with this Section 8.

9. Forms of Relief. Company#2 acknowledges that the unauthorized use or disclosure of Company#1’s Confidential Information will cause irreparable harm to Company#1, and accordingly, agrees that Company#1 will have the right to obtain an immediate injunction, or other equitable relief against any violation or threatened violation of the covenants and undertakings of Company#2 as specified in this Agreement, as well as all other rights and remedies provided by law, whether legal or equitable, including, but not limited to, damages, costs and attorney's fees.

10. Miscellaneous. Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and shall be personally delivered, sent by a recognized overnight delivery service, by certified mail, postage prepaid, return receipt requested, or by telefacsimile to the intended recipient, at the addresses and telefax numbers first set forth above. The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the others. This Agreement sets forth the entire agreement and understanding among the parties, and supersedes all prior discussions, negotiations and communications between them, with respect to its subject matter. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. Except to the extent otherwise agreed to in writing, no waiver by Company#1 of any violation by Company#2 of its covenants or undertakings under this Agreement shall be deemed to be a waiver of any subsequent violation of the same or any other covenants or undertaking; nor shall any forbearance by Company#1 to seek a remedy for any violation by Company#2 be deemed a waiver by Company#1 of any of its rights and remedies with respect to that violation. This Agreement shall be binding upon the successors, and assigns of the parties hereto, provided, however, that neither this Agreement nor the rights given herein is assignable by Company#2 without the prior written consent of Company#1; provided further, that no assignment by Company#2 shall relieve Company#2 of any liabilities and responsibilities under this Agreement. Company#2 shall be responsible for the actions of its employees, consultants, officers, directors and affiliates. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. The undersigned each represent and warrant that they are legal representatives of and have full and complete authority to execute this Agreement on behalf of their respective parties. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts which state shall govern for purposes of venue. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and signatures delivered by facsimile transmission, PDF, or other electronic means shall be binding as evidence of execution and acceptance of the terms hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as an instrument under seal as of the date first set forth above.

COMPANY#1 COMPANY #2

By: _________________________________ By: _________________________________

Name: ______________________________ Name: ______________________________

Title: ________________________________ Title: ________________________________

2

STATEMENT OF ADHERENCE TO NON-DISCLOSURE AGREEMENT

[ONLY IF YOU USE SECTION 3 ALTERNATIVE]

In consideration of the receipt of certain confidential information and for the purpose of exploring a business arrangement relating to such information, the undersigned hereby agrees that he or she has read the Mutual Nondisclosure Agreement dated as of __________________ between Company#1 and Company #2 (the "Agreement") and that he or she understands the Agreement and hereby agrees to be bound by the terms thereof.

Executed as an instrument under seal as of this ____ day of _______________.

_______________________________________

[Company#2 of Confidential Information]

NAME: __________________________________

[Print or Type]

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