CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

WHEREAS, [YOUR NAME] agrees to furnish _____________________ certain confidential information relating to ideas, inventions or products for the purposes of determining an interest in developing, manufacturing, selling and/or joint venturing;

WHEREAS, _____________________ agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.

BE IT KNOWN, that [YOUR NAME] has or shall furnish to _____________________ certain confidential information and may further allow _____________________ the right to discuss or interview representatives of [YOUR NAME] on the following conditions:

1. _____________________ agrees to hold confidential or proprietary information or trade secrets ("confidential information") in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party.

2. No copies will be made or retained of any written information or prototypes supplied without the permission of [YOUR NAME].

3. At the conclusion of any discussions, or upon demand by [YOUR NAME], all confidential information, including prototypes, written notes, photographs, sketches, models, memoranda or notes taken shall be returned to [YOUR NAME].

4. Confidential information shall not be disclosed to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement, and have been approved by [YOUR NAME].

5. This Agreement and its validity, construction and effect shall be governed by the laws of [insert jurisdiction].

AGREED AND ACCEPTED BY:

Date:_______________

By_____________________________ Witness:___________________________

Title:____________________________

By______________________________

Title__________________________