DLGNZ

THIS AGREEMENT, made this ____ day of ________, ____, between [Company Name] (hereinafter "Disclosing Party"), and [Expert Name](hereinafter "Receiving Party"), collectively, the "Parties."

BACKGROUND

The Disclosing Party and Receiving Party wish to discuss and exchange certain items and information related to business programs, products, applications, systems, components, technologies and business topics (the "Business Venture") which the Parties hereto consider highly confidential and proprietary. NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agree as follows:

1. DEFINITIONS

1.1. "Business Venture" shall mean all information relating to business programs, products, applications, systems, components, technologies and business topics. 1.2. "Confidential Information" shall mean all information provided by Disclosing Party with respect to the Business Venture regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents. Confidential Information shall also include all information related to the Business Venture provided by Disclosing Party to Receiving Party prior to the signing of this agreement. Confidential Information shall not include any of the following: (a) such information in the public domain at the time of the disclosure, or subsequently comes within the public domain without fault of the Receiving Party; (b) such information which was in the possession of Receiving Party at the time of disclosure that may be demonstrated by business records of Receiving Party and was not acquired, directly or indirectly, from Disclosing Party; or (c) such information which Receiving Party acquired after the time of disclosure from a third party who did not require Receiving Party to hold the same in confidence and who did not acquire such technical information from Disclosing Party. 1.3. "Disclosing Party" shall mean the party disclosing information to the other relating to the Business Venture. 1.4. "Receiving Party" shall mean the party receiving information from the other relating to the Business Venture.

2. USE OF CONFIDENTIAL INFORMATION

The Receiving Party agrees to: (a) receive and maintain the Confidential Information in confidence; (b) examine the Confidential Information at its own expense; (c) not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party; (d) not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party; (e) limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it; (f) not use or utilize the Confidential Information without the express written consent of Disclosing Party; (g) not use the Confidential Information or any part thereof as a basis for the design or creation of any method, system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information unless expressly authorized in writing by Disclosing Party; and (h) utilize the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.

3. RETURN OF CONFIDENTIAL INFORMATION

All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies.

4. NON-ASSIGNABLE

This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.

5. GOVERNING LAW

THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF THE [State] APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE.

6. JURISDICTION

EACH OF THE RECEIVING PARTY AND THE DISCLOSING PARTY AGREE THAT ANY ACTION OR PROCEEDING BASED HEREON, OR ARISING OUT OF THE DISCLOSING PARTY'S ENGAGEMENT HEREUNDER, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF [State] LOCATED IN THE CITY OF [City} AND COUNTY OF [County] OR IN THE UNITED STATES DISTRICT COURT FOR THE [District] OF [State]. THE RECEIVING PARTY AND THE DISCLOSING PARTY EACH HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF [State] LOCATED IN THE CITY OF [City] AND COUNTY OF [County] AND OF THE UNITED STATES DISTRICT COURT FOR THE [District] OF [State] FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE RECEIVING PARTY AND THE DISCLOSING PARTY HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. The Receiving Party (for itself, anyone claiming through it or its name, and on behalf of its equity holders) and the Disclosing Party each hereby irrevocably waive any right they may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby.

7. NO LICENSE

Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppel or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right.

8. BINDING NATURE OF AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns.

9. PROVISIONS SEPARABLE

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

10. ENTIRE AGREEMENT

This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both the Firm and Client. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. IN WITNESS OF THEIR AGREEMENT, the Parties have set their hands to it below effective the day and year first written above.