NONDISCLOSURE AGREEMENT

This Non-Disclosure Agreement("Agreement') is made and entered as of ("Effective

Date") by and between _________________________ and _________________________.
(each also individually referred to as "Party" and together as "Parties").

Purpose: The purpose of this Agreement is to allow the Parties to explore and discuss
an opportunity to acquire a business and is of mutual interest between the Parties
("Purpose").

In connection with the Purpose. the Parties may desire to disclose and/or receive
Confidential Information (as defined herein), including, but not limited to, the
presentation [Insert Company of Interest], under terms that will protect the
confidential and/or proprietary nature of such information. In consideration of
disclosing or receiving Confidential Information in connection with the Purpose. the
Parties hereby agree to the following:

1. Confidential Information.
(a)Confidential Information means any confidential, proprietary. or trade-secret
information. data or know-how belonging to or in the possession of one Party,
including, without limitation. technical and business information. data, or know-how
related to or otherwise concerning the Party's inventions, products, services.
operations, research and development, performance, finances, customers, vendors.
employees, marketing, production, and future business plans, whether such
information or know-how is disclosed to the other Party in writing, orally or by
inspection of tangible or intangible materials or objects. The Party disclosing the
Confidential Information shall be referred to as "Disclosing Party" in this Agreement
and the Party receiving the Confidential Information shall be referred to as "Receiving
Party" in this Agreement. The term "Party" shall include all directors. officers,
employees, agents. representatives, partners, managers. members, successors,
assigns, heirs, and personal representatives of such Party.

(b)Confidential Information shall not include any information which the Receiving Party
can establish (i} was publicly known and made generally available in the public
domain prior to the time of disclosure; (ii) becomes publicly known and made generally
available after disclosure through no action or inaction of Receiving Party; or (iii) was in
the possession of Receiving Party, without confidentiality restrictions, at the time of
disclosure by the Disclosing Party as shown by Receiving Party's files and records
immediately prior to the time of disclosure.

Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.
(c) If the Confidential Informationis in writtenor tangible form. the Disclosing Party must
mark or identify the materials with an appropriate legend or stamp identifying the
materials as Confidential Information, such as CONFIDENTIAL, PROPRIETARY or TRADE
SECRET, or similar words. For purposes of this Agreement, information stored in
electronic form on disk, tape or other storage media constitutes information reduced
to tangible form and shall be marked with an appropriate legendor stamp. If a
Disclosing Party originally discloses Confidential Information in some other form (e.g.,
orally or visually}. that information will be protected under this Agreement as
Confidential Information if the Disclosing Party identifies the oral, visual, or other
disclosure as Confidential Information at the time of disclosure, summarizes the
Confidential Information in writing, marks the writing with an appropriate
legend or stamp, and delivers the writing to the Receiving Party within thirty (30) days
of the oral, visual, or other disclosure.

2. Non-Use, Non-Disclosure and Maintenance of Confidential Information.

(a)Confidential Information will remain the property of the Disclosing Party.

(b)The Receiving Party agrees to use Confidential Informationsolely for the Purpose
and will not use Confidential Information for any purpose not authorized by this
Agreement or in any way, directly or indirectly, that is otherwise detrimental to the
Disclosing Party. The Receiving Party agrees not to modify, adapt, translate, rent,
lease, loan, resell for profit, distribute, network, or create derivative works based upon
the Confidential Information or any part thereof. The Receiving Party also agrees not
to modify or manufacture any products or systems that the Disclosing Party provides,
and not to reverse assemble, reverse engineer, decompile or otherwise attempt to
derive source code from any software contained in such products or systems.

(c) The Receiving Party agrees not to disclose, disseminate, or otherwise publish or
communicate any Confidential Information to any person, corporation, company,
partnership, or other entity, except to the directors, officers, and employees of the
Receiving Party (collectively "Representatives"} who need to know such information
solely for the Purpose.

(d) The Receiving Party agrees that it shall take all reasonable measures toprotect the
secrecy of and avoid unauthorized use and disclosure of the Confidential Information.
Without limiting the foregoing, the Receiving Party shall take at least those measures
that Receiving Party takes to protect its own most highly confidential or proprietary
information. Prior to disclosure of any Confidential Information to any of its
Representatives who need to know such information for the Purpose, the Receiving

Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.
shall inform such Representatives of the confidential and/or proprietary nature of the
Confidential Information, inform such Representatives of this Agreement, and have
any such Representatives sign a copy of this Agreement or a non-use and non-
disclosure agreement substantially similar in content to the provisions hereof. The
Parties agree to be responsible for any breach of this Agreement by their respective
Representatives. The Receiving Party shall not make any copies of Confidential
Information without the prior, written consent of the Disclosing Party and shall
reproduce the· Disclosing Party's confidential and/or proprietary rights notices on any
such approved copies in the same manner in which such notices were set forth in or on
the original Confidential Information.

(e) If the Receiving Party becomes legally compelled (by deposition, interrogatory,
request for documents, subpoena, civil investigative demand or similar compulsory
process) to disclose any of the Confidential Information, the Receiving Party shall
provide the Disclosing Party with prompt prior, written notice of such requirement so
that the Disclosing Party, in its discretion, may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this Agreement.

3.Designation of Authorized Recipient(s) of Confidential Information.

The Parties will designate in writing one or more individuals within their organization(s)
as the person(s) authorized to receive Confidential Information or, in the absence of
such written designation, the authorized individual(s} shall be those who sign this
Agreement.

4. Warranty. Any confidential information exchanged under this agreement is

provided "as is." Neither party makes any warranties, whether express, implied or
otherwise, regarding its accuracy, completeness or performance.

5. Return of Confidential Information. If the Disclosing Party so requests, the Receiving

Party will promptly return to the Disclosing Party or destroy all copies of the
Confidential Information in its possession, and the Receiving Party will destroy all
copies of any notes, summaries, analyses, compilations, studies, derivative
information, or other documents containing or reflecting any Confidential Information.

6. Confidentiality of this Agreement. Without the prior written consent of the

Disclosing Party, the Receiving Party will not disclose to any person, corporation,
company, partnership, or other entity, except to the Representatives of the Receiving
Party who need to know, that any investigations, discussions or negotiations are
taking place between the Parties, or that the Receiving Party has requested or
received Confidential Information from the Disclosing Party.

Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.
7. Remedies. The Receiving Party herebyacknowledges and agreesthat remedies
atlaw will be inadequateto protect the Disclosing Party against any actual or
threatened breach of this Agreement by the Receiving Party and that any such
breach would cause irreparable and continuing injury to the Disclosing Party.
Therefore, the Receiving Party agrees that the Disclosing Party shall be entitled to
equitable relief, including, without limitation, injunction and specific performance,
without proof of actual damages or exhausting other remedies, in addition to all other
remedies available to the Disclosing Party at law or in equity.

8. Non-Waiver. The Parties agree that no failure or delay by the Disclosing Party in
exercising any right, power or privilege hereunder will operate as a waiver thereof, nor
will any single or partial exercise thereof preclude any further exercise thereof or the
exercise of any other right, power or privilege under this Agreement.·

9. No Obligation. The Parties agree that the execution of this Agreement does not in
any way constitute a partnership or joint venture or binding commitment on the part
of either Party to enter into or complete negotiations or any transactions with the
other Party. Nothing herein shall obligate either Party to proceed with any transaction
between them, and each Party reserves the right, in its sole discretion, to terminate
the discussions contemplated by this Agreement concerning the Purpose.

10. Expenses and Losses. Each Party expressly agrees that any expenses or losses
incurred by it in preparation for, or as a result of, this Agreement or the Parties'
meetings and communications shall be borne solely by it without reimbursement of
any kind from the other Party. All notices and similar communication from the Parties
hereunder shall be sent in writing to the attention of the Company's Legal Counsel.

11. No Other Rights, Privileges or Licenses. It is expressly agreed between the Parties
that the Receiving Party does not, through the terms of this Agreement or otherwise,
obtain any rights, privileges, or licenses to any portion of any Confidential Information
disclosed by the Disclosing Party. This Agreement shall not be construed as granting
or confirming any rights, privileges or licenses other than as expressly stated herein

12. Notice of Breach. The Receiving Party hereby agrees to immediately notify the
Disclosing Party upon discovery of any unauthorized use or disclosure of the
Confidential Information by the Receiving Party, or any other breach of this Agreement
by the Receiving Party, and to take reasonable steps to regain possession of the
Confidential Information and prevent any further unauthorized use, unauthorized
disclosure, or breach of this Agreement.

Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.
13. Export of Technical Data. The Parties acknowledges that the Confidential
Information disclosed hereunder may constitute "Technical Data" and may be subject
to the export laws and regulations of the United States Department of
State/Commerc.eThe Parties agree that they will not knowingly export, directly or
indirectly, any Confidential Information or any direct product incorporating any
Confidential Information, whether or not otherwise permitted under this Agreement to
any countries, agencies, groups or companies prohibited by the United States
Department of State/Commerce unless proper authorization is obtained.

14. Foreign Corrupt Practices Act. The Parties agree to strictly abide by the Foreign
Corrupt Practices Act (FCPA), which forbids certain payments and other practices in
connection with the overseas business activities of U.S. companies. These include
anti-bribery provisions (corruptly giving money or authorizing the giving of money or
other things of value to a foreign government official, an official of a foreign political
party, a candidate for foreign political office, or a foreign political party) for the
purpose of influencing any act or decision of such official in his/her official capacity,
influencing such official "to do or omit to do" any act in violation of his or her lawful
duties, or inducing such official to use his/her influence with a foreign government or
instrumentality thereof to affect or influence any government action or decision -
which would assist the donor in obtaining business or directing business to any person
or entity. As the FCPA violations carry criminal and monetary penalties and are
investigated and prosecuted by the U.S. Government, the Parties agree to take all
reasonable steps to ensure compliance.

15. Disclosure Period. This Agreement pertains to Confidential Information that is

disclosed during the period commencing with the Effective Date and ending on the
earliest of (a) termination of this Agreement by either Party by delivery of written
notice thereof which references this Agreement; (b) a subsequent written agreement
entered into between the Parties, which explicitly governs the treatment of
confidential information disclosed thereafter; or (c) one (1) year after the Effective
Date.

16. Duration of Confidentiality. Unless superseded by a subsequent written

agreement entered into between the Parties which explicitly governs the treatment of
confidential information disclosed thereafter, all provisions of this Agreement relating
to the confidentiality of any Confidential Information shall remain in effect for as long
as the information is deemed Confidential Information by the Disclosing Party.

Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.
17. Governing Law/Jurisdiction. This Agreement will be governed by and construed in
accordance with the laws of the State of Maryland without regard to its conflict of
laws principles. The Parties hereby irrevocably and unconditionally consent to submit
to the exclusive jurisdiction of the courts of the State of Maryland for any actions, suits
or proceedings arising out of or relating to this Agreement and each Party agrees not
to commence any action, suit or proceeding thereto except in such courts.

18. Entire Agreement/Modification/Severabllity. This Agreement is the entire

agreement and supersedes any prior confidentiality agreement between the Parties
with respect to the Purpose. This Agreement cannot be changed, terminated or
waived orally, in whole or in part. The invalidity, unenforceability or illegality, in whole or
in part, of any provision in this Agreement shall not affect the validity of the remaining
provisions. Upon any such finding, the court shall modify the invalid provision to the
extent necessary and reasonable to most closely approximate the intent of the
parties.

19. Counterparts. This Agreement may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this Agreement and all which, when
taken together, will be deemed to constitute one and the same agreement.

Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.
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Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first
written above.

_______________________
Name: Potential Acquirer
Title: Managing Partner

_______________________ _________________
Signature Date

_______________________ __________________
Name: Potential Seller Date
Title:

____________________
Signature

Important Notice: This document and any other legal template are for illustrative purposes
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only. Always consult your legal and investment counsel before creating a letter of intent.