This Confidential Disclosure Agreement ("CDA") sets forth the terms pursuant to which _____________________, whose address is ____________________, and __________ , with principal offices at _________________________________, will provide each other with certain information related to:





(the "Invention")



All information relating to the Invention, no matter how it is supplied, including electronic, written, oral, or other formats or mediums, will all be considered a confidential disclosure ("Confidential Information"). Each party will maintain in confidence all Confidential Information disclosed to it by the other party. Neither party will disclose such Confidential Information to any third party without express written permission from the other party.



The Confidential Information disclosed will be used for the purpose of evaluating the Invention and a possible business relationship. Each party will restrict transmission of such Confidential Information to those directors, officers, employees, advisors, and representatives of advisors who need to know such Confidential Information for the purpose of evaluating any such possible transactions and will inform such persons of the confidential nature of the Confidential Information.



The mutual obligations of confidentiality and non-use will expire three (3) years from the date of this CDA, and will not apply to Confidential Information that:



(a) was known to the public or to the receiving party prior to disclosure;



(b) becomes known to the public through no breach of this CDA by the receiving party;



(c) is disclosed to the receiving party by a third person having a legal right to make such disclosure;



(d) is required to be disclosed in compliance with a governmental regulation, or in compliance with a request or an order from a court having jurisdiction over the matter, provided that the receiving party shall notify the disclosing party sufficiently in advance of any such disclosure so as to allow the disclosing party the opportunity to respond to and to object to the request or order, if feasible; or



(e) can be shown to have been developed independently of the information provided

by the disclosing party.



All information that the disclosing party deems confidential and proprietary and subject to this CDA will be marked by the disclosing party as "Confidential" where feasible, although it is understood that a great deal of the Confidential Information may be contained in verbal, digital, video, or other non-written or intangible formats not readily subject to marking. Notwithstanding, it is agreed that any such information will still be treated as Confidential Information for all purposes hereunder.





In the event that the parties decide not to proceed any further beyond the evaluation of the

Invention that is the subject of this CDA, the receiving party will promptly, upon the disclosing party"s written request: (i) return to the disclosing party all written material disclosed by the disclosing party subject to this CDA; and/or (ii) destroy all documents, memoranda, notes, and other writings prepared by the receiving party based on Confidential Information certifying such destruction in writing to the other party. The receiving party will not retain copies, extracts or other reproductions in whole or in part of materials referred to in (i) and (ii), except that one complete set may be retained in the secure files of the receiving party"s legal counsel.



Neither party will publicize the existence of discussions between the parties or the terms of this CDA without express written permission from the other.



Nothing by way of this CDA constitutes a joint venture, partnership or any other enterprise between the parties. By entering into this CDA, neither party has made a commitment to engage in any transaction of any kind, which may or may not be a matter of subsequent consideration between the parties and which will entail a separate agreement for that purpose.



This CDA will be interpreted under the law of the State of ---__________, United States of America.



Agreed to this _____ day of ____________, 2004.















Accepted for and on behalf of _______________:





By: _________________________________ Date: ______________________



Title: ________________________________





Accepted for and on behalf of _______________:





By: _________________________________ Date: ______________________



Title: ________________________________