Mutaual Non Disclosure Agreement

[Your company name] AND "[Company Name]"

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") effective this "[Insert Date]" day of "[Insert Month]" , 2006, is by and between [Your company name], an [Your state] corporation (the "Company"), located at [Your address] and [Company] , a [State] corporation, (the "Subcontractor"), whose address is [Address] .

WHEREAS, each party recognizes that it may become exposed to or become informed of confidential and proprietary information and trade secrets of the other party or one of its subsidiaries or affiliates (collectively the "disclosing party"); and

WHEREAS, the parties hereto agree that any disclosures of confidential or proprietary information or trade secrets by the disclosing party to the other party (the "receiving party") shall be made only if in strict compliance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants hereinafter contained, the parties hereto agree as follows:

1. Each party agrees that all confidential and proprietary information, materials, samples, ideas, documentation and data, including without limitation formulations, specifications, methods of processing and production and marketing, planning and sales information, provided by the disclosing party or acquired by the receiving party from the disclosing party, including any information provided before the execution of this agreement, and all copies thereof (hereinafter collectively referred to as "Confidential Information"), is the disclosing party's confidential and proprietary property and shall be held in strictest confidence by the receiving party. The nature and contents of the Confidential Information shall not be disclosed or used by the receiving party except as provided herein without the prior written permission of an officer of the disclosing party. Confidential Information shall not include any information or data which:

(a) is or becomes known to the receiving party as evidenced by written records of the receiving party prior to the date of its disclosure by the disclosing party;

(b) is or becomes publicly known through no wrongful act of the receiving party or any third party;

(c) is independently developed by the receiving party without use of any of the disclosing party's Confidential Information, as evidenced by written records of the receiving party;

(d) is approved for release by written authorization from an officer of the disclosing party;

(e) is required to be disclosed by the receiving party pursuant to court order or other valid legal process; provided, however, the receiving party shall use its best efforts to notify the disclosing party so that it may seek a protective order.

2. Each party agrees that all information, data, ideas, improvements, inventions and discoveries developed, conceived of or reduced to practice by the receiving party which are derived from or based upon the disclosing party's Confidential Information shall also be exclusively the disclosing party's property and Confidential Information.

3. Each party further agrees that it will disclose the other's Confidential Information only to such of its employees who have a need to know the Confidential Information in order to carry out its responsibilities as directed by the disclosing party and then only to employees who have been advised of the confidential nature of the Confidential Information and have agreed to accept the same obligations as the receiving party has hereby accepted. Upon the demand of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party and shall retain no copy thereof.

4. In addition, each party agrees that, without the prior written consent of the other party, it and its representatives will not