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EMPLOYEE CONFIDENTIALITY AGREEMENT

This Employee Confidentiality Agreement (the �Agreement�) effective as of this ________________ day of ______________________, 20__________, by and between ____________________________ (�Company�) and _______________________ (the �Employee�).

Confidential Information

The Employee recognizes and acknowledges that the Employee has and will have access to confidential and proprietary information of the Company which will constitute valuable, special, and unique assets of the Company. The term "Proprietary Information" shall mean any and all information disclosed to, or otherwise acquired or observed by, the Employee from the Company, its affiliated companies, directors, officers and employees relating to the business of the Company, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, including, but not limited to, (i) technical information concerning Company's products and services, including product know-how, ideas, formulas, designs, devices, patterns, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence; (ii) information concerning Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; (iii) information concerning Company's employees, including salaries, strengths, weaknesses and skills; information submitted by Company's customers, suppliers, employees, consultants or co-venture partners with Company for study, evaluation or use; and (iv) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Company's business and which the Employee has acquired or obtained by virtue of services performed for the Company, or which the Employee may acquire or may have acquired knowledge of during the performance of said services.

Non-Disclosure

The Employee covenants and agrees that it shall have the affirmative obligation to:

(i) hold the Confidential Information in its strictest of confidence;

(ii) not use the Confidential Information for any personal gain or detrimentally to the Company;

(iii) take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure;

(iv) not disclose the fact that the Confidential Information has been made available, that discussions or negotiations are taking place or have taken place or any of the terms, conditions or other facts with respect to the transaction; and

(v) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder.

This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Employee, its employees, agents, representatives, successors, heirs and assigns.

Exceptions to Confidential Information

The Employee shall not be restricted from disclosing or using Confidential Information that:

(i) was freely available in the public domain at the time it was communicated to the Employee by the Company;

(ii) subsequently came to public domain through no fault of the Employee;

(iii) is in the Employee's possession free of any obligation of confidence at the time it was communicated to the Employee by the Company;

(iv) is independently developed by the Employee or its representatives without reference to any information communicated to the Employee by the Company;

(v) is provided by Employee in response to a valid order by a court or other governmental body, was otherwise required by law; or

(vi) is approved for release by written authorization of an officer or representative of the Company;

Use or Disclosure of Confidential Information

Employee shall only use the Confidential Information for the purpose of evaluating the relationship and shall not use the Confidential Information for its own purposes or the purposes of any other party. Employee shall disclose the Confidential Information received under this Agreement to any person within its organization only if such persons have a need to know. Employee shall advise each person to whom disclosure is permitted that such information is the confidential and proprietary property of the Company and may not be disclosed to others or used for own purpose. This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Employee, its employees, agents, representatives, successors, heirs and assigns.

Notice of Disclosure

In the event that the Employee receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Employee agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Employee shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, the Employee shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Employee not permitted by this Agreement

Return of Confidential Information

Upon request from the Company or upon termination of negotiations and evaluations between the parties, Employee will promptly deliver to Company all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. Employee shall also return to Company all equipment, files, software programs and other personal property belonging to Company. Employee shall not be permitted to make, retain, or distribute copies of any Confidential Information and shall not create any other documents, records, or materials in any form whatsoever that includes the Confidential Information.

Indemnification

Employee agrees to indemnify and keep the Company at all times fully and effectively indemnified in respect of any and all claims, demands, losses, damages, liabilities, costs and or expenses of any kind whatsoever incurred by the Company which arise out of or in connection with any breach of this Agreement by the Employee.

Notice

Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the Employee at the address below indicated:

To the Company:

________________________

________________________

________________________

To Employee:

________________________

________________________

________________________

or such other address or to the attention of such other person as the Employee shall have specified by prior written notice to the Company.

Covenants

The parties hereto agree that the covenants, agreements and restrictions (hereinafter "this covenant") contained herein are necessary to protect the business goodwill, business interests and proprietary rights of the Company and that the parties hereto have independently discussed, reviewed and had the opportunity of legal counsel to consider this agreement.

Miscellaneous

(a) This Agreement sets forth the entire Agreement and understanding between the parties and supersedes all prior oral and written agreements and understandings between them relating to the subject matter of this Agreement. This Agreement may not be modified or discharged, in whole or part, except by an agreement in writing signed by both parties. This

Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the non-transferring party.

(b) This Agreement will be binding upon and inure to the benefit of the parties hereto and each party�s respective successors and assigns.

(c) In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.

(d) This Agreement shall be governed by and construed in accordance with the laws of the state of _________________________, without regard to its conflict of laws provision.

(e) Each party hereto represents and warrants that it has the full power and authority to enter into and perform this Agreement, and each party knows of no law, rule, regulations, order, agreement, promise, undertaking or other fact or circumstance which would prevent its full execution and performance of this Agreement.

(f) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this agreement on the __________ day of ____________________, 20______________.

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