This Confidentiality and Non-Disclosure Agreement (the Agreement) is entered into by and between
___________________________________________________________, with its principal place of business at _________________________________________________ (hereinafter Discloser) and
______________________________________________ (hereinafter Disclosee), with its address at
________________________________________________________________________________.
In consideration of Disclosers agreement to provide Confidential Information to Disclosee, Discloser hereby agrees and covenants as follows:
1. Confidential Information as used in this Agreement shall mean any information or material which is proprietary to Discloser or designated as Confidential Information by Discloser whether or not owned or developed by Discloser, which is not generally known, and of which Disclosee may obtain knowledge through or as a result of the relationship established hereunder with Discloser, access to
Discloser premises, or communications with Discloser whether due to Disclosee being, without limitation, an actual or potential employee, agent, contractor, investor, shareholder, lender, accountant, professional, or consultant of or to Discloser.
Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing): designs, concepts, drawings, ideas, inventions, copyrights, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, new product or new technology information, marketing techniques and materials, marketing plans, timetables, strategies and development plans
(including prospective trade names or trademarks), customer names and other information related to customers, pricing policies, forecasts and financial information. To the extent said Confidential
Information is reduced to tangible form, same shall constitute Confidential Materials.
Confidential Information shall not include information that is now or later becomes generally known to the public, other than as a result of a breach of this Agreement. Disclosee shall bear the burden of showing that the foregoing exclusion applies to any Confidential Information or Materials.
2. Disclosee understands and acknowledges that such Confidential Information has been developed or obtained by Discloser by the investment of significant time, effort, and expense.
3. Disclosee agrees to hold in confidence and to cause employees, agents and representatives, if any, to hold in confidence and not to disclose or reveal to any person or entity the Confidential
Information received hereunder without the clear and express prior written consent of a duly authorized representative of Discloser, except to the extent otherwise required by applicable law, regulation or legal process. Disclosee agrees not to use or disclose any of the Confidential Information received hereunder for any purpose at any time, other than for the limited purpose of this confidence.
4. It is understood that Discloser may furnish to Disclosee certain Confidential Materials, either in writing or otherwise fixed in tangible form constituting or containing Confidential Information. Disclosee agrees that any and all of these Confidential Materials shall be furnished in confidence and all of the terms and conditions of this Agreement shall apply to the disclosure or furnishing of these Confidential
Materials. Disclosee will not copy, alter, modify, or de compile any of these Confidential Materials

without the prior written consent of Discloser. Disclosee agrees to return to Discloser any and all of these Confidential Materials, together with any copies that may have been made or, at Disclosee's option, to destroy such Confidential Materials and copies promptly upon the request of Discloser or, if not requested earlier, promptly after the purpose(s) for which they were furnished has been accomplished or abandoned.
5. Disclosee represents that it has not provided or communicated any of Discloser's Confidential
Information to any third party and, further, Disclosee shall take such actions as may be reasonably necessary to prevent the unauthorized disclosure of any of the Confidential Information to others. Such actions shall include, but are not necessarily limited to (i) refraining from making any unnecessary copy of any of the Confidential Materials, or any portion thereof, and (ii) storing the Confidential Information, as well as Disclosee's notes, writings and/or data files containing any Confidential Information, in a secure file when not in use. In the event Disclosee determines that a disclosure of the Confidential
Information to one or more of his employees, agents or representatives if any, is required to carry out the purpose for which it was disclosed to Disclosee, Disclosee shall (a) limit such disclosure to the least number of such employee(s), agents or representatives who have a reasonable need to know the same;
(b) inform such employee(s), agents or representatives of the confidential and proprietary nature of the Confidential Information and of the terms of this Agreement; (c) inform him, her or them, as the case may be, that upon the disclosure to them, they will become bound by these terms; and (d) notify
Discloser, upon request, of the names of any such employee(s), agents or representatives.
6. Disclosee acknowledges and agrees that (i) portions of the Confidential Information may be unaudited, tentative and subject to change, verification or restatement and (ii) Discloser has not made hereby any representations, warranty or covenant whatsoever regarding the accuracy, usefulness or completeness of the Confidential Information.
7. This Agreement shall not be assignable by Disclosee and Disclosee shall not delegate its duties hereunder, without the prior written consent of Discloser, which consent may be granted or denied in the sole discretion of Discloser. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon Disclosee and its respective heirs, successors and permitted assigns.
8. Nothing in this Agreement shall be construed as creating any obligation on the part of Discloser to disclose any Confidential Information whatsoever. Nothing in this Agreement shall be construed as granting any rights with respect to Discloser's Confidential Information.
9. Nothing contained in this Agreement shall be construed as creating any obligation or an expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, independent contractor, or employment relationship between the parties. Except as specified herein, neither party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of the other party hereto. The sole purpose of this Agreement is to (i) enable a disclosure of the Confidential
Information between the parties and (ii) protect in each instance Disclosure's proprietary interest in its
Confidential Information by maintaining its confidentiality and preventing its unauthorized use by, or disclosure to, others.
10. Disclosee acknowledges and agrees do to the unique nature of the Confidential Information, there can be no adequate remedy of law for any breach of Disclosee's obligations hereunder, which

breach may result in irreparable harm and therefore, upon any breach or any threat of breach of the terms of this Agreement, Discloser shall be entitled to appropriate equitable relief in addition to whatever remedies it may have at law from any court of competent jurisdiction in any jurisdiction authorized to grant the relief necessary to prohibit the breach or threatened breach, including equitable injunction. Nothing herein shall be construed as prohibiting the Discloser from pursuing any other remedies available to the Discloser for such breach or threatened breach, including the recovery of damages from the Disclosee.
11. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The interpretation and performance of this Agreement shall be governed by the laws of the State of Colorado, excluding its conflict of law rules. This Agreement may only be amended or modified in a writing signed in advance by each of the parties.
12. This Agreement shall survive and remain in effect until expressly terminated in writing and signed by both parties hereto.
Each of the parties warrants and represents that it has carefully read and understood this Agreement, and each acknowledges receipt of a copy thereof. Each person executing this Agreement warrants and represents that he/she has the authority to enter into this Agreement on behalf of the person, firm, or corporation, if any, listed below.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.
DISCLOSER
By:_________________________________________________
DISCLOSEE
By:________________________________________________
Name:_____________________________________________
Title:_______________________________________________
Name:____________________________________________
Title:______________________________________________
Company:__________________________________________
Date:________________________________________________
Company:_________________________________________
Date:______________________________________________