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This Agreement, made and entered into this day of , 19 , by and between ABC Consulting Firm, having an office at (hereinafter referred to as “CONSULTANT”) and Confidential Resources Group, Inc. (“CRG”), a corporation duly organized and existing under the laws of the State of and having its principal place of business at . CRG shall mean and include CRG, its holding and parent companies, and its or their affiliates and subsidiaries.

WITNESSETH THAT:

WHEREAS, in order for CONSULTANT to provide services to CRG it may be necessary or desirable for CRG to disclose to CONSULTANT certain confidential and proprietary material, information, data and other communications concerning CRG’s past, current, future and proposed or potential customers, products, services, operations, business forecasts, procurement requirements, plans, strategies and technology; and

WHEREAS, CONSULTANT and CRG wish to define the agreed-upon terms and conditions governing the confidentiality of material, information and data furnished and to be furnished by CRG to CONSULTANT in connection with its present and future business plans.

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and undertakings expressed herein, agree with each other as follows:

1. For the purposes of this Non-Disclosure Agreement, the term “Confidential Information” shall mean any material, information, data and communications; (a) disclosed by CRG and/or one or more of its parent, subsidiary or affiliated corporations in a manner consistent with its proprietary and confidential nature, which CRG will endeavor to mark as “Confidential”, “Proprietary” or the like, but CRG’s failure to so mark shall not defeat its proprietary and confidential nature; or (b) produced during the course of the working relationship between CRG and CONSULTANT, which would either give CRG’s competitors an advantage or diminish or eliminate CRG’s advantage over its competitors.

2. All CRG Confidential Information:

(a) is hereby acknowledged by CONSULTANT to be of a proprietary nature to, and to constitute secrets of CRG;

(b) shall not be copied, used, distributed, disclosed, disseminated, communicated in any way or form by CONSULTANT whether or not for its own benefit, to anyone outside or within its own organization, except (i) on a “need-to-know” basis to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of CRG; (ii) supplying CRG with products or services at its order; (iii) preparing bids, estimates and proposals for submission to CRG; and (iv) any other purpose which CRG may authorize in writing; before CONSULTANT discloses any Confidential Information under any of these circumstances, CONSULTANT shall have the disclosee read this agreement and sign an undertaking, substantially in the form of Schedule “A” below, agreeing to be bound by the terms of this agreement.

(c) shall not be used by CONSULTANT for any purposes other than those set forth herein, without the express prior written permission of CRG;

(d) shall be held by CONSULTANT in the strictest confidence, and shall be treated by it with the same degree of care to avoid disclosure to any third party as is used with respect to CONSULTANT’s own information of like importance, or, at a minimum, shall be treated with a reasonable degree of care to avoid any such disclosure. CONSULTANT shall be liable for the disclosure of Confidential Information of CRG if such care is not used. The burden shall be upon CONSULTANT to show that such care was, in fact, used; and

(e) Confidential Information is hereby acknowledged by CONSULTANT to be the sole property of CRG and shall be returned to CRG (including, without limitation, all materials, documents, drawings, models, apparatus, sketches, designs, specifications and lists, encompassing or evidencing same or related thereto, and all copies/formats thereof), within seven (7) days after receipt by CONSULTANT of a written request from CRG setting forth the Confidential Information to be returned. Upon receipt of such request, CONSULTANT also shall erase or destroy any such Confidential Information in any computer memory or data storage apparatus.

3. The obligations set forth in Paragraph 2 hereof shall not apply, or shall terminate, with respect to any particular portion of CRG Confidential Information which:

(a) was in CONSULTANT’s possession, free of any obligation of confidence, prior to receipt from CRG, as proven by CONSULTANT’s written records; provided, however, that CONSULTANT immediately informs CRG, in writing, to establish its prior possession;

(b) is already in the public domain at the time CRG communicates it to CONSULTANT, or becomes available to the public through no breach of this Non-Disclosure Agreement by CONSULTANT;

(c) is received independently from a third party free to disclose such information to CONSULTANT;

(d) is developed by CONSULTANT, independently of and without reference to any Confidential Information of CRG or any other information that CRG has disclosed in confidence to any third party, as proven by CONSULTANT’s written records;

(e) is disclosed by CONSULTANT to a third party, with the express prior written permission of CRG;

(f) is disclosed by CONSULTANT in order to satisfy any legal requirement of any competent government body; provided, however, that immediately upon CONSULTANT’s receipt of any such request, CONSULTANT shall first advise CRG of same before making any disclosure to such body, so that CRG may either interpose an objection to such disclosure before such body, or take action to assure confidential handling of the Confidential Information by such body, or take action to protect the Confidential Information which CRG deems appropriate under the circumstances; or

(g) in any event, [time period] ( ) years after the date of execution of this Non-Disclosure Agreement.

4. Nothing contained in this Non-Disclosure Agreement shall be construed as obligating CRG to disclose any particular information to CONSULTANT.

5. Nothing contained in this Non-Disclosure Agreement shall be construed as granting to or conferring on CONSULTANT, expressly or impliedly, any rights, by license or otherwise, to the Confidential Information of CRG or any other material, information or data, or any invention, discovery, improvement or product conceived, made or acquired prior to, on or after the date of this Non-Disclosure Agreement.

6. This Non-Disclosure Agreement shall become effective upon the day and year first written, and shall remain in effect until terminated in writing by either party. Notwithstanding any such termination, the rights and obligations with respect to the disclosure of Confidential Information set forth herein shall survive the termination of this Non-Disclosure Agreement.

7. CONSULTANT further agrees that it shall not, without the prior written consent of CRG, make any news release, public announcement, or denial or confirmation of all or any part of the discussions or negotiations, or in any manner advertise or publish the fact that the parties have entered into discussions or negotiations with each other, or disclose any details connected with such discussions or negotiations to any third party, including any disclosure with respect to this Non-Disclosure Agreement, the negotiations culminating herein, or any phase of any program hereunder.

8. No term or provision of this Non-Disclosure Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to waiver of, or be cause for, any other, different or subsequent breach.

9. This Agreement contains the entire understanding between the Parties, and supersedes all prior or contemporaneous communications, agreements, and understandings between the Parties with respect to the subject matter of this Agreement. This Agreement can be modified only by a written amendment executed by both Parties.

10. The Parties’ obligations under this Agreement shall survive the termination of their association with each other regardless of the manner of such termination, and shall be binding upon its successors and assigns.

11. This Agreement shall be deemed executed within, and the validity, interpretation and enforceability of this Agreement shall be governed by, the laws of the State of Florida. Should any provision of the Agreement be found, by a court of competent jurisdiction, to be void or unenforceable for any reason, such provision is to be severed, and the remaining provisions to be given full force and effect.

ABC Consulting Firm Confidential Resources Group

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