Acquisition Works Standard Nondisclosure Agreement

NONDISCLOSURE AGREEMENT

Recognizing the confidential nature of the acquisition process and the proprietary rights of companies, this Consulting Agreement is entered into as of ______(the “Effective Date”) by ______, (the “Company”) and AcquisitionWorks, Inc., a Delaware corporation with its principal place of business at 5 Elaine Avenue, Maynard, Massachusetts 01754, (the "Consultant").

1. Term.

This Agreement may be signed prior to engagement of the Consultant by the Company. The term of this Agreement will commence on the Effective Date and continue until (a) 30 days after the Effective Date, in the event that an engagement between the Company and the Consultant has not begun or (b) ______, the anticipated date of termination of work by the Consultant or (c) the actual date of termination of work by the Consultant. However, the Company may terminate this Agreement effective immediately upon giving written notice to the Consultant if the Company believes in good faith that the Consultant has breached any of its obligations under Section 2 (Proprietary Information) of this Agreement. Consultant will not retain copies of any Proprietary Information or Company Records after termination of this Agreement and will return any Proprietary Information or Company Records.

2. Proprietary Information and Company Records.

2.1 Consultant agrees that all information and know-how, whether or not in writing, relating to the business, technical or financial affairs of the Company that is generally understood in the industry as being a trade secret, confidential and/or proprietary, or that is designated as a trade secret, or confidential and/or proprietary information of the Company, either verbally or in writing (collectively, "Proprietary Information"), is and will be the exclusive property of the Company. For purposes of this Agreement, Proprietary Information will mean, by way of illustration and not limitation, all confidential information and know-how (whether or not patentable and whether or not copyrightable) owned, possessed or used by the Company, including, without limitation, any invention, existing or future product, formula, method, manufacturing techniques and procedures, composition, compound, project, development, plan, vendor information, supplier information, Company information, apparatus, equipment, trade secret, process, research, reports, clinical data, financial data, technical data, test data, know- how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget license, patent applications, contracts, joint ventures, price, cost and personnel data.

2.2 Consultant agrees that, during and after the term of this Agreement, he will not disclose any Proprietary Information to others outside the Company without the prior written approval of an officer of the Company, nor will he use the Proprietary Information for

of 3 Nondisclosure Agreement Rev: 11.04.02 any unauthorized purposes, unless such Proprietary Information (i) already is public knowledge, (ii) has become public knowledge through legal means without fault by Consultant, or (iii) must be disclosed in accordance with a valid judicial or other governmental order.

2.3 Consultant agrees that all files, letters, memoranda, reports, records, data, schematics, sketches, drawings, laboratory notebooks, program listings, computer programs, databases, products, test equipment, prototypes or other written, photographic, magnetic or other tangible material containing or embodying Proprietary Information, which will come into his custody or possession (collectively, “Company Records”) are and will continue to be the exclusive property of the Company to be used by Consultant only in the performance of services for the Company.

2.4 Company agrees that Consultant may also have confidential materials, ideas, processes, procedures, forms and other information, including materials, ideas, etc that were developed by the Consultant during the contract term, that constitute Proprietary Information of the Consultant. This will remain the Proprietary Information of the Consultant and may be licensed to the Company in a separate written agreement.

3. Binding Nature of Agreement.

This Agreement will be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company or the Consultant may be merged or which may succeed to its assets or business, provided, however, that the obligations of Consultant are personal and may not be assigned.

4. Arbitration.

The parties agree that any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, including any claims under federal, state, or local law, will be resolved by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association. The parties agree that any award rendered by the arbitrator will be final and binding, and that judgment upon the award may be entered in any court having jurisdiction thereof.

5. Governing Law.

This Agreement will be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts

6. Severability.

Each provision of this Agreement is severable from the other provisions. In the event that any provision of this Agreement is held invalid or unenforceable by a court having jurisdiction over the parties and the subject matter, or by an arbitrator, the parties agree to permit the court or arbitrator that declared the provision invalid, illegal or unenforceable to replace the invalid provision with a valid provision that it believes approximates the intent and economic

of 3 Nondisclosure Agreement Rev: 11.04.02 effect of the invalid provision as closely as possible. The other provisions of this Agreement will remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year (Effective Date) set forth above.

For AcquisitionWorks, Inc. For the “Company” Signature: Signature:

______Print name Print name

______Title: Title:

______

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