Standard Non-Disclosure Agreement

1. Definition of Confidential Information

"Confidential Information" refers to 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 of the Disclosing Party.

2. Non-Use and Non-Disclosure

The Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties.

The Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information to evaluate or engage in discussions concerning the potential business relationship.

3. Maintenance of Confidentiality

The Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information.

4. Return of Materials

All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of the Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon written request.

5. Term

The obligations of the Receiving Party under this Agreement shall survive until such time as all Confidential Information of the Disclosing Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Receiving Party.