Appendix

Sample Confidentiality Agreement

The following sample document exemplifies the kind of agreement that can be used as a Mutual Confidentiality Agreement between your company and your client. This may be freely downloaded from my website. Browse to ftp://ftp.webbtechsolutions.com/ and login using ftp_guest for both the UserId and Password. The addendum is in a compressed file named SampleCA.zip. As with the other sample documents, please realize that I am making it available to you for reference only. Please thoroughly review it and feel free to alter it in any way that you would like to suit your needs. I make no warranties and can accept no liabilities about its suitability for use by anyone other than my company. I am not an attorney so you should consult a qualified attorney in your state if you have any questions about this document.

CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the Agreement) is made as of _____________________ by and between___________________________________(Recipient), and ___________ ___________________________(Company) RECITALS: A. In the course of discussion between Recipient and Company, both Company and Recipient will have access to or have disclosed to it information which is of a confidential nature as that term is later defined in this Agreement. B. Both parties desire to establish and set forth obligations with respect to confidential information. AGREEMENT: In consideration of the foregoing, Parties mutually agree as follows: 1. Confidential information as used in this Agreement shall mean any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services and includes, without limitation, its respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information.

2. Parties agree that it will not make use of, disseminate, or in any way circulate within its own organization any Confidential Information which is supplied to or obtained by it in writing, orally or by observation, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives; and any purpose hereafter authorized in writing. 3. Parties agree that they shall disclose Confidential Information only to those of its partners and/or employees who need to know such information and who agree to be bound by the terms and conditions of this Agreement. 4. Parties agree that they shall treat all Confidential Information with the same degree of care as it accords to its own confidential information of the same or similar nature, and Parties represent that they exercises reasonable care to protect their own confidential information. 5. Parties further agree that they shall not publish, copy or disclose any confidential Information to any third party and that they shall use best efforts to prevent inadvertent disclosure of such Confidential Information to any third party. 6. Parties obligations under Paragraphs 2, 3, 4 and 5 with respect to any portion of Confidential Information shall terminate when recipient of such information can document that: (a) it was in the public domain at the time it was communicated to Recipient; (b) it entered the public domain subsequent to the time it was communicated by the informations owner through no fault of recipient; (c) it was in the recipients possession free of any obligation of confidence at the time it was communicated to recipient by its owner; (d) it was rightfully communicated to recipient free of any obligation of confidence subsequent to the time it was communicated to recipient by its owner; (e) it was developed by employees or agents of recipient independently of and without reference to any information communicated to recipient by its owner; (f) it was communicated by its owner to an unaffiliated third party free of any obligation of confidence; or (g) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement. 6. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished, and which are designated in writing to be the property of either party, shall remain the property of the respective party and shall be returned to it promptly at its request, together with any copies thereof. 7. Parties agree not to hire or solicit employees of the other party during the term of this agreement and for a period of two years following termination thereof, or induce or advise others to do so. 8. Since unauthorized disclosure of Confidential Information will diminish the value to the Parties of the proprietary interests that are the subject of this Agreement, if either Party breaches any of its obligations hereunder, the other Party shall be entitled to equitable relief to protect its interests therein, including but not limited to injunctive relief, as well as monetary damages. 9. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however, that Recipients obligations under Paragraph 2, 3, 4 and 5 with respect to Confidential Information of the Parties which it has previously received shall continue in perpetuity unless terminated pursuant to Paragraph 6.

10. This Agreement shall be construed in accordance with the laws of the State of Tennessee, without giving effect to principles of conflict of laws. 11. This Agreement is the complete and exclusive statement of the agreement between the parties, supersedes all prior written and oral communications and agreement relating to the subject matter thereof. 12. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date first written above. RECIPIENT _______________________________________ By: ___________________________________ Company

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By:_______________________________