Confidentiality Agreement

[Date]

[Name]
[Discloser]
[Address]

PRIVATE AND CONFIDENTIAL

Dear ______:

In connection with the consideration by ______ ("Recipient") of a possible

transaction (the "Transaction") with ______ ("Discloser"), Recipient has requested
access to certain information, properties and personnel of Discloser.

In consideration for and as a condition to Discloser's furnishing access to such

information, properties and personnel of Discloser as Discloser, in its sole
discretion, agrees to deliver or otherwise make available ("disclose") to
Recipient, Recipient agrees to the terms and conditions set forth in this letter
agreement:

1. CONFIDENTIAL AND PROPRIETARY NATURE OF THE INFORMATION

Recipient acknowledges the confidential and proprietary nature of the Confidential

Information (as defined below), agrees to hold and keep the Confidential
Information as provided in this letter agreement and otherwise agrees to each and
every restriction and obligation in this letter agreement.

2. CONFIDENTIAL INFORMATION

As used in this letter agreement, the term "Confidential Information" means and
includes any and all of the items described in paragraphs (a) and (b) below that
has been or may hereafter be disclosed to Recipient by Discloser or by the
directors, officers, employees, agents, consultants, advisors or other
representatives, including legal counsel, accountants and financial advisors
("Representatives") of Discloser:

(a) trade secrets concerning the business and affairs of Discloser (which
includes the materials dated ______ ______, 20______, and disclosed to Recipient by
______), product specifications, data, know-how, formulae, compositions, processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
past, current, and planned research and development, current and planned
manufacturing or distribution methods and processes, customer lists, current and
anticipated customer requirements, price lists, supplier lists, market studies,
business plans, computer software and programs (including object code and source
code), computer software and database technologies, systems, structures and
architectures (and related processes, formulae, composition, improvements, devices,
know-how, inventions, discoveries, concepts, ideas, designs, methods and
information), ______ and any other information, however documented, that is a trade
secret within the meaning of ______ sect. ______-______-______ [applicable state
trade secret law]); and
(b) information concerning the business and affairs of Discloser (which includes
historical financial statements, financial projections and budgets, historical and
projected sales, capital spending budgets and plans, the names and backgrounds of
key personnel, personnel training techniques and materials and ______), however
documented, or is otherwise obtained from review of Discloser's documents or
property or discussions with Discloser's Representatives or by Recipient's
Representatives (including current or prospective financing sources) or
Representatives of Recipient's Representatives irrespective of the form of the
communication, and also includes all notes, analyses, compilations, studies,
summaries and other material prepared by Recipient or Recipient's Representatives
containing or based, in whole or in part, upon any information included in the
foregoing.

Any trade secrets of Discloser will also be entitled to all of the protections and
benefits under ______ Section ______ [applicable state trade secret law] and any
other applicable law. If any information that Discloser deems to be a trade secret
is found by a court of competent jurisdiction not to be a trade secret for purposes
of this letter agreement, such information will in any event still be considered
Confidential Information for purposes of this letter agreement. In the case of
trade secrets, Recipient hereby waives any requirement that Discloser submit proof
of the economic value of any trade secret or post a bond or other security.

To the extent that any Confidential Information may include materials subject to
the attorney-client privilege, the Discloser is not waiving and will not be deemed
to have waived or diminished its attorney work-product protections, attorney-client
privileges or similar protections and privileges as a result of disclosing any
Confidential Information (including Confidential Information related to pending or
threatened litigation) to Recipient, regardless of whether Discloser has asserted
or is or may be entitled to assert such privileges and protections. The parties (a)
share a common legal and commercial interest in all such Confidential Information
that is subject to such privileges and protections; (b) are or may become joint
defendants in proceedings to which such Confidential Information covered by such
protections and privileges relates; and (c) intend that such privileges and
protections remain intact should either party become subject to any actual or
threatened proceeding to which such Confidential Information covered by such
protections and privileges relates. In furtherance of the foregoing, Recipient
shall not claim or contend, in proceedings involving either party, that Discloser
waived its attorney work-product protections, attorney-client privileges or similar
protections and privileges with respect to any information, documents or other
material not disclosed to Recipient due to Discloser disclosing Confidential
Information (including Confidential Information related to pending or threatened
litigation) to Recipient.

3. RESTRICTED USE OF CONFIDENTIAL INFORMATION

Recipient agrees that the Confidential Information (a) will be kept confidential by
Recipient and Recipient's Representatives and (b) without limiting the foregoing,
will not be disclosed by Recipient or Recipient's Representatives to any person
(including current or prospective financing sources) except with the specific prior
written consent of ______ (the "Discloser Contact") [a designated individual or a
designated position, such as chief financial officer] or except as expressly
otherwise permitted by this letter agreement. It is understood that Recipient may
disclose Confidential Information to only those of Recipient's Representatives who
(a) require such material for the purpose of evaluating the Transaction and (b) are
informed by Recipient of the confidential nature of the Confidential Material and
the obligations of this letter agreement. Recipient further agrees that Recipient
and Recipient's Representatives will not use any of the Confidential Information
either for any reason or purpose other than to evaluate and to negotiate the
Transaction. Recipient also agrees to be responsible for enforcing this letter
agreement as to Recipient's Representatives and to take such action, legal or
otherwise, to the extent necessary to cause them to comply with this letter
agreement and thereby prevent any disclosure of the Confidential Information by any
of Recipient's Representatives (including all actions that Recipient would take to
protect its own trade secrets and confidential information) except as permitted by
this letter agreement.

4. NONDISCLOSURE OF TRANSACTION

Except as expressly permitted by Section 3 and except as expressly permitted by a

definitive agreement with respect to the Transaction, if any, entered into between
the parties, neither Recipient, Discloser nor their Representatives will disclose
to any person the fact that the Confidential Information has been disclosed to
Recipient or Recipient's Representatives or that Recipient or Recipient's
Representatives have inspected any portion of the Confidential Information or that
any discussions or negotiations are taking place concerning the Transaction,
provided, however, Recipient and its Representatives may make such a disclosure if,
and solely to the extent that, Discloser has already done so or Recipient has
received the written opinion of its outside counsel that such a disclosure must be
made by Recipient in order that it not commit a violation of law, and further
provided, Recipient and its representatives shall consult with Discloser, to the
extent reasonably practicable, before making any such disclosure, and any such
permitted disclosure shall not affect or impair Recipient's obligations of
confidentiality with respect to the Confidential
Information. Without limiting the generality of the foregoing, Recipient further
agrees that, without the prior written consent of Discloser, Recipient will not,
directly or indirectly, enter into any agreement, arrangement or understanding, or
any discussions that might lead to such an agreement, arrangement or understanding,
with any person regarding a possible transaction involving Discloser[, provided,
however, nothing contained herein shall be deemed to inhibit, impair or restrict
the ability of Recipient or its Representatives to have discussions or negotiations
with other persons relating to potential financing and/or partnering in connection
with and/or investment in the Transaction so long as each of such persons agrees in
writing to be bound by the terms of this letter agreement].

5. DISCLOSER CONTACT

All requests by Recipient or Recipient's Representatives for Confidential

Information, meetings with Discloser's personnel or Representatives or inspection
of Discloser's properties must be made to the Discloser Contact.

6. EXCEPTIONS

All of the foregoing obligations and restrictions do not apply to that part of the
Confidential Information that Recipient demonstrates (a) was or becomes generally
available to the public prior to, and other than as a result of, a disclosure by
Recipient or Recipient's Representatives or (b) was available, or becomes
available, to Recipient on a nonconfidential basis prior to its disclosure to
Recipient by Discloser or a Discloser's Representative, but only if (i) the source
of such information is not bound by a confidentiality agreement with Discloser or
is not otherwise prohibited from transmitting the information to Recipient or
Recipient's Representatives by a contractual, legal, fiduciary or other obligation
and (ii) Recipient provides Discloser with written notice of such prior possession
either (A) prior to the execution and delivery of this letter agreement or (B) if
Recipient later becomes aware of (through disclosure to Recipient or otherwise
through Recipient's work on the Transaction) any aspect of the Confidential
Information of which Recipient had prior possession, promptly upon Recipient
becoming aware of such aspect.
7. LEGAL PROCEEDINGS

If Recipient or any of Recipient's Representatives becomes legally compelled (by

oral questions, interrogatories, requests for information or documents, subpoena,
civil or criminal investigative demand or similar process) to make any disclosure
that is prohibited or otherwise constrained by this letter agreement, Recipient or
such Representative, as the case may be, will provide Discloser with prompt notice
of such legal proceedings so that it may seek an appropriate protective order or
other appropriate relief or waive compliance with the provisions of this letter
agreement. In the absence of a protective order or Recipient's receiving such a
waiver from Discloser, Recipient or its Representative is permitted (with
Discloser's cooperation but at Recipient's expense) to disclose that portion (and
only that portion) of the Confidential Information that Recipient or the
Representative is legally compelled to disclose, provided, however, that Recipient
and Recipient's Representatives must use reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded by any person to whom any
Confidential Information is so disclosed.

8. CONTACT WITH EMPLOYEES

Without the prior written consent of the Discloser Contact, neither Recipient nor
any of Recipient's Representatives will (a) initiate or cause to be initiated
(other than through the Discloser Contact) any communication with any employee of
Discloser concerning the Confidential Information or the Transaction or (b) for a
period of two years after the date of this letter agreement, solicit or cause to be
solicited the employment of any person who is now employed by Discloser.

9. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

If Recipient determines that it does not wish to proceed with the Transaction or if
Discloser notifies Recipient that it does not wish Recipient to consider the
Transaction any further, then (a) Recipient (i) shall promptly deliver to Discloser
Contact all documents or other materials disclosed by Discloser or any Discloser's
Representative to Recipient or Recipient's Representatives constituting
Confidential Information, together with all copies and summaries thereof in the
possession or under the control of Recipient or Recipient's Representatives and
(ii) will destroy materials generated by Recipient or Recipient's Representatives
that include or refer to any part of the Confidential Information, without
retaining a copy of any such material or (b) alternatively, if the Discloser
Contact requests or gives his prior written consent to Recipient's request,
Recipient will destroy all documents or other matters constituting Confidential
Information in the possession or under the control of Recipient or Recipient's
Representatives. Any such destruction pursuant to the foregoing must be certified
by an authorized officer of Recipient in writing to Discloser (and such
certification shall include a list of the destroyed materials).

10. NO OBLIGATION TO NEGOTIATE OR ENTER A TRANSACTION

Discloser reserves the right, in its sole discretion, to reject any and all
proposals made by Recipient or Recipient's Representatives with regard to a
Transaction and to terminate discussions and negotiations with Recipient and
Recipient's Representatives at any time. Neither Recipient nor Discloser shall have
rights or obligations of any kind whatsoever with respect to the Transaction by
virtue of this letter agreement other than for the matters specifically agreed to
herein. Without limiting the preceding sentences, nothing in this letter agreement
requires either Recipient or Discloser to enter into a Transaction or to negotiate
such transaction for any specified period of time.

11. NO REPRESENTATIONS OR WARRANTIES

Discloser retains the right to determine, in its sole discretion, what information,
properties and personnel it wishes to make available to Recipient, and neither
Discloser nor its Representatives make any representation or warranty (express or
implied) concerning the completeness or accuracy of the Confidential Information,
except pursuant to representations and warranties that may be made in a definitive
agreement for the Transaction, if any, between the parties.

12. REMEDIES

Recipient agrees to indemnify and hold Discloser and its Shareholders[, and
Discloser's Representatives,] harmless from any damages, loss, cost or liability
(including legal fees and the cost of enforcing this indemnity) arising out of or
resulting from any disclosure by Recipient or Recipient's Representatives of the
Confidential Information other than as expressly permitted by this letter
agreement. In addition, because an award of money damages (whether pursuant to the
foregoing sentence or otherwise) would be inadequate for any breach of this letter
agreement by Recipient or Recipient's Representatives, and any such breach would
cause Discloser irreparable harm, Recipient also agrees that, in the event of any
breach or threatened breach of this letter agreement, Discloser will also be
entitled, without the requirement of posting a bond or other security, to equitable
relief, including injunctive relief and specific performance. Such remedies will
not be the exclusive remedies for any breach of this letter agreement but will be
in addition to all other remedies available at law or equity to Discloser.

13. MISCELLANEOUS

(a) Modification. This letter agreement and the agreements set forth in this
letter agreement may be modified or waived only by a separate writing signed by
Discloser and Recipient expressly modifying or waiving this letter agreement or
such agreements.
(b) Waiver. Neither the failure nor any delay by any party in exercising any
right, power or privilege under this letter agreement will operate as a waiver of
such right, power or privilege, and no single or partial exercise of any such
right, power or privilege will preclude any other or further exercise of such
right, power or privilege or the exercise of any other right, power or privilege.
(c) Person. The term "person" means any individual, corporation (including any
nonprofit corporation), general or limited partnership, limited liability company,
joint venture, estate, trust, association, organization, labor union or other
entity or governmental body.
(d) Severability. The invalidity or unenforceability of any provision of this
letter agreement shall not affect the validity or enforceability of any other
provisions of this letter agreement, which shall remain in full force and effect.
If any of the covenants or provisions of this letter agreement are determined to be
unenforceable by reason of its extent, duration, scope or otherwise, then the
parties contemplate that the court making such determination shall reduce such
extent, duration, scope or other provision and enforce them in their reduced form
for all purposes contemplated by this letter agreement.
(e) Costs. Recipient agrees that if it is held by any court of competent
jurisdiction to be in violation, breach or nonperformance of any of the terms of
this letter agreement, then it will promptly pay to Discloser all costs of such
action or suit, including reasonable attorneys' fees.
(f) Section Headings, Construction. The headings of Sections in this letter
agreement are provided for convenience only and will not affect its construction or
interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this letter agreement unless otherwise
specified. All words used in this letter agreement will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly provided,
the word "including" does not limit the preceding words or terms.
(g) Jurisdiction; Service of Process. Any action or proceeding seeking to enforce
any provision of, or based upon any right arising out of, this letter agreement may
be brought against either of the parties in the courts of the State of ______,
County of ______, or, if it has or can acquire jurisdiction, in the United States
District Court for the ______, District of ______, and each of the parties consents
to the jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein. Process
in any action or proceeding referred to in the preceding sentence may be served on
any party anywhere in the world.
(h) Governing Law. This letter agreement will be governed by the laws of the
State of ______ without regard to conflicts-of-laws principles.
(i) Execution of Agreement. This letter agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this letter
agreement, and all of which, when taken together, shall be deemed to constitute one
and the same agreement. The exchange of copies of this letter agreement and of
signature pages by facsimile transmission shall constitute effective execution and
delivery of this letter agreement as to the parties and may be used in lieu of the
original letter agreement for all purposes. Signatures of the parties transmitted
by facsimile shall be deemed to be their original signatures for any purpose
whatsoever.

[consider adding the following, if appropriate]

(j) Construction. The parties have participated jointly in the negotiation and
drafting of this letter agreement. If an ambiguity or question of intent or
interpretation arises, this letter agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any of the provisions of
this letter agreement.

If you are in agreement with the foregoing, please sign and return one copy of this
letter agreement, which thereupon will constitute our agreement with respect to its
subject matter.

Very truly yours,

[Discloser's Name]

By: ________________
Name:
Its:

DULY EXECUTED and agreed to on ______ ______, 20______.

[Recipient's Name]

By: ________________
Name:
Its: