NON-DISCLOSURE AGREEMENT

This Proprietary Information Nondisclosure Agreement (the “Agreement”) is by and between

____________ (“Discloser”), and _____________________ with its principal offices at
_________________ (“Recipient”).

RECITALS
Each party has developed, owns or possesses technical, operational, and business information
that it deems proprietary or confidential. To facilitate discussions between the parties, it may be
necessary for the parties to disclose on confidential basis information owned by the disclosing
party or owned by a third party to whom the disclosing party has an obligation of confidentiality.
In consideration for the promises made in this Agreement, the parties agree to the following
terms.

1. The confidential information to be disclosed by Discloser under this Agreement (”Confidential

Information”) can be described as and includes:
Technical and business information relating to Discloser’s proprietary ideas, patentable
ideas copyrights and/or trade secrets, existing and/or contemplated products and services,
software, schematics, research and development, production, costs, profit and margin
information, finances and financial projections, customers, clients, marketing, and current
or future business plans and models, regardless of whether such information is designated
as “Confidential Information” at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the Recipient
shall have a duty to protect, other confidential and/or sensitive information which is:
(a) disclosed by Discloser in writing and marked as confidential (or with other
similar designation) at the time of disclosure; and/or
(b) disclosed by Discloser in any other manner and identified as confidential at
the time of disclosure and is also summarized and designated as confidential in a written
memorandum delivered to Recipient within thirty (30) days of the disclosure.
2. Recipient shall use the Confidential Information only for the purpose of evaluating potential
business and investment relationships with Discloser.
3. Recipient shall limit disclosure of Confidential Information within its own organization to its
directors, officers, partners, members and/or employees having a need to know and shall not
disclose Confidential Information to any third party (whether an individual, corporation, or other
entity) without the prior written consent of Discloser. Recipient shall have satisfied its
obligations under this paragraph if it takes affirmative measures to ensure compliance with these
confidentiality obligations by its employees, agents, consultants and others who are permitted
access to or use of the Confidential Information.
4. This Agreement imposes no obligation upon Recipient with respect to any Confidential
Information
(a) that was in Recipient’s possession before receipt from Discloser;
(b) is or becomes a matter of public knowledge through no fault of Recipient;
(c) is rightfully received by Recipient from a third party not owing a duty of
confidentiality to the Discloser;
(d) is disclosed without a duty of confidentiality to a third party by, or with the
authorization of, Discloser; or
(e) is independently developed by Recipient.
5. Discloser warrants that he has the right to make the disclosures under this Agreement.
6. This Agreement shall not be construed as creating, conveying, transferring, granting or
conferring upon the Recipient any rights, license or authority in or to the information exchanged,
except the limited right to use Confidential Information specified in paragraph 2. Furthermore
and specifically, no license or conveyance of any intellectual property rights is granted or
implied by this Agreement.
7. Neither party has an obligation under this Agreement to purchase any service, goods, or
intangibles from the other party. Discloser may, at its sole discretion, using its own information,
offer such products and/or services for sale and modify them or discontinue sale at any time.
Furthermore, both parties acknowledge and agree that the exchange of information under this
Agreement shall not commit or bind either party to any present or future contractual relationship
(except as specifically stated herein), nor shall the exchange of information be construed as an
inducement to act or not to act in any given manner.
8. Neither party shall be liable to the other in any manner whatsoever for any decisions,
obligations, costs or expenses incurred, changes in business practices, plans, organization,
products, services, or otherwise, based on either party’s decision to use or rely on any
information exchanged under this Agreement.
9. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and
understood that Discloser shall have no adequate remedy in money or other damages and
accordingly shall be entitled to injunctive relief; provided however, no specification in this
Agreement of any particular remedy shall be construed as a waiver or prohibition of any other
remedies in the event of a breach or threatened breach of this Agreement.
10. This Agreement states the entire agreement between the parties concerning the disclosure of
Confidential Information and supersedes any prior agreements, understandings, or
representations with respect thereto. Any addition or modification to this Agreement must be
made in writing and signed by authorized representatives of both parties. This Agreement is
made under and shall be construed according to the laws of the State of Illinois. In the event that
this agreement is breached, any and all disputes must be settled in a court of competent
jurisdiction in the State of Illinois, County of Cook.
11. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall
be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to
the limited extent required to permit enforcement of the Agreement as a whole.
WHEREFORE, the parties acknowledge that they have read and understand this Agreement and
voluntarily accept the duties and obligations set forth herein.
Dated this ___ Day of _________________, 20____.

Recipient of Confidential Information Discloser

Name:
Company:
Title:
Address:
City, State & Zip: