Company NDA-Mutual

CONFIDENTIALITY AGREEMENT

(RECIPRICAL BENEFIT)

THIS CONFIDENTIALITY AGREEMENT ("Agreement") is entered into effective as of ______, by and between. (“ ”), A Delaware corporation, having its principal place of business at and ______(“Company”) having its principal place of business at ______, ______.

In furtherance of the business relationship between and Company, it is necessary and desirable that each party (“Discloser”) discloses to the other (“Recipient”) certain of its confidential and proprietary information (the “Confidential Information”). Accordingly each of the parties agrees to the following terms and conditions concerning the use and maintenance of the Confidential Information.

1. For purposes of this Agreement, Confidential Information shall mean all technology, computer programs, computer code, data, materials, manuals, products, specifications, business plans and other information, whether or not patentable or protectable by copyright, which is disclosed or submitted, orally, in writing, or by any other media to Recipient by Discloser.

2. All information provided by Discloser pursuant to this Agreement shall be deemed to be Confidential Information unless Discloser shall declare otherwise in writing.

3. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement.

4. Recipient shall hold in absolute confidence the Confidential Information in confidence, shall not use the Confidential Information other than for the purposes of Recipient’s business with Discloser, and shall disclose the Confidential Information only to its officers, management or employees with a specific need to know.

5. Recipient shall not disclose, publish or otherwise reveal any of the Confidential Information received from Discloser to any other party except with the specific prior written authorization of Discloser.

6. Recipient shall immediately advise Discloser in writing of any misappropriation or misuse of the Confidential Information by any person. 7. Recipient’s obligation not to disclose the Confidential Information shall not be affected by bankruptcy, receivership, assignment, attachment, or seizure procedures, whether initiated by or against Recipient, nor by the trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.

8. Recipient shall have no obligation under this Agreement with respect to Confidential Information which (i) is publicly available at the time of disclosure, (ii) becomes publicly available after disclosure through no act or fault of the Recipient.

9. If any Confidential Information is required to be disclosed to a court or government body, Recipient will provide written notice to Discloser sufficient to enable Discloser to protect the confidentiality of such information through protective order or other administrative remedy. In any event, the Confidential Information shall not be disclosed until fifteen (15) days after written notice of intent to disclose it is given to Discloser along with the asserted grounds for disclosure.

10. Upon the request of Discloser, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, upon demand.

11. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information to Recipient.

12. Confidential Information may pertain to prospective or unannounced products, therefore, Recipient shall not use it as a basis upon which to develop or have a third party develop a competing or similar product.

13. Recipient shall not disclose its participation in this undertaking, the existence or terms and conditions of this Agreement, or the fact discussions are being held with Discloser to others, except as necessary for the purposes of this Agreement.

14. This Agreement shall be governed construed in accordance with the laws of the United States and the Commonwealth of Massachusetts and shall benefit and be binding upon the Discloser and Recipient as well as their respective successors and assigns.

15. In the event of any breach or threatened breach by Recipient, Discloser may obtain, in addition to any other legal remedies which may be available to it, such equitable relief as may be necessary to protect Discloser against any such breach or threatened breach.

16. The obligations set out in this letter shall be effective as long as Discloser and Recipient maintain their confidential business relationship and shall survive for a period of five (5) years after such relationship terminates, regardless of how the relationship is terminated. 17. This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Title:

______(“Company”)

By: ______

Title: