NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this Agreement), effective as of March 8,

2016 (the Effective Date), is made between (Company 1 Name)
((COMPANY 1 NAME ABBREVIATION)) and (Company 2 Name), a (STATE)
Company ((Company 2 Name ABBREVIATION)).
The parties are entering into this Agreement so that (Company 1 Name
ABBREVIATION) can share confidential, proprietary and/or trade secret
information pertinent to the Opportunity with confidence that (Company 2
Name ABBREVIATION) receiving such information will use it only for purposes
of evaluating and possibly negotiating the Opportunity and will keep such
information confidential.
In consideration of any disclosure and any negotiations concerning the
Opportunity, the parties agree as follows:
(1)

Definitions.

Confidential Information means all information, including, but not limited

to, financial information, business plans, patent applications, inventions,
proprietary information, trade secrets, know-how, technology, studies,
research, technical information, pre-clinical and clinical data and
information, protocols, products, devices, specifications, manufacturing
methods and processes, designs, contracts, documents, regulatory
information, supplier information, marketing and customer information
and corporate information that is disclosed, supplied or made available to
(Company 2 Name ABBREVIATION) or its Representatives by (Company 1
Name ABBREVIATION) or its Representatives in connection with the
Opportunity, whether in writing (or in any other tangible medium), orally
or by inspection of tangible objects, or of which (Company 2 Name
ABBREVIATION) or its Representatives may become aware of through the
presence of its employees or agents at (Company 1 Name ABBREVIATION)
or its representatives offices or facilities, regardless of whether such
information is designated as confidential, proprietary or trade secret
information at the time of disclosure, and all notes, analyses,
compilations, forecasts, studies or other documents prepared by
(Company 2 Name ABBREVIATION) or its Representatives which contain,
reflect or are based upon any such information. Confidential Information
may include information of a third party, and Confidential Information
includes information disclosed to (Company 2 Name ABBREVIATION) or its
Representatives by (Company 1 Name ABBREVIATION) Representatives in
connection with the Opportunity.
As applied to (Company 2 Name ABBREVIATION) or (Company 1 Name
ABBREVIATION), the term Representative means and includes affiliates,
parents, subsidiaries, directors, officers, employees, consultants, advisors,
agents (including without limitation, financial advisors, counsel, and
accountants) and controlling persons; and the term person means and
shall be broadly interpreted to include any corporation, company, entity,
partnership or individual.

(COMPANY 2 NAME ABBREVIATION)

DATE

COMPANY 1
CONFIDENTIAL

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(2) Confidentiality and Non-Use Obligations.

2.1
(Company 2 Name ABBREVIATION) shall, and shall cause its
Representatives to, use the Confidential Information only for the purpose of
the evaluation and possible negotiation of the Opportunity and not for any
other purpose.
2.2
(Company 2 Name ABBREVIATION) shall not, and shall cause its
Representatives not to, disclose or otherwise make known or available any
Confidential Information to any person other than its Representatives who
have a need to know such information for the Purpose and who are bound by
obligations of confidentiality and non-use, either by contract or by law, that
are at least as restrictive as those set forth in this Agreement.
2.3
(Company 2 Name ABBREVIATION) shall not, and shall cause its
Representatives not to, disclose the existence or nature of this Agreement or
the fact that it is evaluating the Opportunity.
(Company 2 Name
ABBREVIATION) shall not and shall cause its Representatives not to use
(Company 1 Name ABBREVIATION)s name in any news release or public
announcement without (Company 1 Name ABBREVIATION)s prior written
approval.
2.4
(Company 2 Name ABBREVIATION) shall, and shall cause its
Representatives to, use the same care that (Company 2 Name
ABBREVIATION) utilizes to protect its own confidential information, which shall
in no event be less than reasonable care, and shall use customary
precautions to safeguard the Confidential Information, including ensuring that
all persons who are provided access to Confidential Information are informed
of the confidential and proprietary nature of such Confidential Information
and are bound, either by contract or by law, by confidentiality and non-use
obligations that are at least as restrictive as those contained in this
Agreement.
(3)
Prohibition against Insider Trading.
(Company 2 Name
ABBREVIATION) acknowledges and understands that (a) the Confidential
Information may be deemed material nonpublic information under the federal
securities laws, (b) it is illegal under the federal securities laws to buy or sell
securities on the basis of material nonpublic information, and (c) it is illegal
under the federal securities laws to disclose or "tip" material nonpublic
information to another person who subsequently uses that information for his
or her profit.
(4)

Exclu(Company

Name

ABBREVIATION)ns.

4.1
Notwithstanding the foregoing, Confidential Information does not
include information that (a) at the time of disclosure under this Agreement is
in the public domain, or after disclosure under this Agreement becomes part
of the public domain through no fault of (Company 2 Name ABBREVIATION) or
its Representatives and without breach of this Agreement, (b) was in
(Company
2
Name
ABBREVIATION)s
posses(Company
2
Name
ABBREVIATION)n prior to disclosure under this Agreement, as shown by
(Company 2 Name ABBREVIATION)s prior written records, without obligation
of confidentiality, and such information was not acquired directly or indirectly

(COMPANY 2 NAME ABBREVIATION)

DATE

COMPANY 1
CONFIDENTIAL

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from (Company 1 Name ABBREVIATION) or its Representatives, or (c)

becomes available to (Company 2 Name ABBREVIATION) on a nonconfidential basis from a third party who had the legal right to disclose such
information, provided that such information was not acquired directly or
indirectly from (Company 1 Name ABBREVIATION) or its Representatives, or
(d) is independently developed by (Company 2 Name ABBREVIATION) or any
of its Representatives without any use of the Confidential Information, or (e)
is approved for release by written agreement of (Company 1 Name
ABBREVIATION).
4.2
In the event that (Company 2 Name ABBREVIATION) is required
by applicable statute or regulation (including the rules and regulations of any
national stock exchange on which such partys securities are traded), or by
judicial or administrative process, to disclose any part of the Confidential
Information, (Company 2 Name ABBREVIATION) shall (1) promptly and in
advance of any mandatory disclosure, as far as this will be reasonably
possible, notify (Company 1 Name ABBREVIATION) of each such requirement
and identify the information and documents so required thereby, so that
(Company 1 Name ABBREVIATION) may seek an appropriate protective order
or other remedy and/or waive compliance by (Company 2 Name
ABBREVIATION) with the provi(Company 2 Name ABBREVIATION)ns of this
Agreement, and (2) consult with (Company 1 Name ABBREVIATION) on the
advisability of taking legally available steps to resist or narrow the scope of
such requirement. If, in the absence of such a protective order or such a
waiver by (Company 1 Name ABBREVIATION) of the provi(Company 2 Name
ABBREVIATION)ns of this Agreement, (Company 2 Name ABBREVIATION) is
nonetheless required by mandatory applicable law to disclose any part of the
Confidential Information, (Company 2 Name ABBREVIATION) may disclose
such Confidential Information without liability under this Agreement, except
that (Company 2 Name ABBREVIATION) may furnish only that portion of the
Confidential Information which is legally required to be disclosed.
(5)
(Company 1 Name ABBREVIATION) hereby represents and
warrants that it has all necessary authorizations to enter into this Agreement
and that it has full right and title to make the disclosures provided hereunder.
(6)
ALL INFORMATION (INCLUDING CONFIDENTIAL INFORMATION)
PROVIDED UNDER THIS AGREEMENT IS PROVIDED AS IS, AND (Company 1
Name ABBREVIATION) MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER
THIS AGREEMENT, INCLUDING ANY WARRANTIES REGARDING THE ACCURACY,
COMPLETENESS,
NON-INFRINGEMENT,
OR
PERFORMANCE
OF
ITS
INFORMATION (INCLUDING ITS CONFIDENTIAL INFORMATION) OR ANY OF THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
(7)
No Reverse Engineering. (Company 2 Name ABBREVIATION) shall
not and shall cause its Representatives not to modify, reverse engineer, or
attempt to derive the composition or underlying information, structure or
ideas of any Confidential Information.
(8)
Notification of Breach; Responsibility.
(Company 2 Name
ABBREVIATION) shall notify (Company 1 Name ABBREVIATION) immediately
upon discovery of any unauthorized use or disclosure of the Confidential
(COMPANY 2 NAME ABBREVIATION)
DATE

COMPANY 1
CONFIDENTIAL

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Information, or any other breach of this Agreement by (Company 2 Name

ABBREVIATION) or its Representatives, and shall cooperate with (Company 1
Name ABBREVIATION) to help (Company 1 Name ABBREVIATION) regain
posses(Company 2 Name ABBREVIATION)n of the Confidential Information
and prevent its unauthorized use. (Company 2 Name ABBREVIATION) shall
cause each of its Representatives to be bound by and comply with the
provi(Company 2 Name ABBREVIATION)ns of this Agreement that are
applicable to (Company 2 Name ABBREVIATION), and (Company 2 Name
ABBREVIATION) shall be responsible for any breach of the terms of this
Agreement by (Company 2 Name ABBREVIATION) or its Representatives or
the persons employed by (Company 2 Name ABBREVIATION) or its
Representatives.
(9) No Obligation to Proceed with Potential Transaction. (Company 2 Name
ABBREVIATION) understands that this Agreement does not obligate (Company
1 Name ABBREVIATION) to disclose any particular information and does not
obligate either party to negotiate or enter into any agreement or relationship.
Unless and until a written definitive agreement regarding an investment by
(Company 2 Name ABBREVIATION) in (Company 1 Name ABBREVIATION) has
been fully executed, neither (Company 1 Name ABBREVIATION) nor any of its
Representatives will have any liability to (Company 2 Name ABBREVIATION)
with respect to any potential transaction involving (Company 1 Name
ABBREVIATION) and (Company 2 Name ABBREVIATION), whether by virtue of
this Agreement, or any other written or oral expres(Company 2 Name
ABBREVIATION)n with respect to a potential transaction, or otherwise.
(Company 2 Name ABBREVIATION) shall ensure the security of any facilities,
machines, accounts, passwords and methods that (Company 2 Name
ABBREVIATION) or its Representatives uses to store any Confidential
Information and shall ensure that no other person or entity has or obtains
access thereto except as expressly permitted under this Agreement.
(10) Term. This Agreement will automatically expire three (3) years from
the Effective Date, unless sooner terminated in accordance with this Section
9. Either party may terminate this Agreement upon at least thirty (30) days
prior written notice to the other party, specifying the termination date. The
obligations of confidentiality and non-use set out in this Agreement will
survive the expiration or termination of this Agreement for five (5) years.
(11) Equitable Relief. (Company 2 Name ABBREVIATION) acknowledges
and agrees that due to the unique nature of the Confidential Information, any
actual or threatened breach of this Agreement would cause irreparable harm
to (Company 1 Name ABBREVIATION) for which damages are not an adequate
remedy, and that (Company 1 Name ABBREVIATION) shall therefore be
entitled to seek equitable relief in addition to all other remedies available at
law, including injunctive relief and specific performance in (Company 1 Name
ABBREVIATION)s favor without proof of actual damages. No failure or delay
by either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder
(12) Ownership; No Licenses.
All Confidential Information and all
materials, documents and other tangible objects containing or representing
(COMPANY 2 NAME ABBREVIATION)
DATE

COMPANY 1
CONFIDENTIAL

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Confidential Information (including all copies thereof) is and shall remain the
property of (Company 1 Name ABBREVIATION) and/or third parties that have
provided it to (Company 1 Name ABBREVIATION). Information (including
Confidential Information) provided under this Agreement is provided to
(Company 2 Name ABBREVIATION) and its Representatives for the purpose of
evaluating the Opportunity only.
There are no rights granted or any
understandings, agreements or representations between the parties hereto,
express or implied, not specified herein. No license under any patent or
copyright now or hereafter obtained is granted, agreed to be granted, or
implied by either this Agreement or the disclosure of the Confidential
Information by (Company 1 Name ABBREVIATION). Upon written request,
(Company 2 Name ABBREVIATION) shall, and shall cause its Representatives
to, immediately (and within at least 30 days of such request) deliver to
(Company 1 Name ABBREVIATION) all of the Confidential Information and all
materials, documents and other tangible objects containing or representing
any of the Confidential Information (including all copies thereof).
Notwithstanding the foregoing, (Company 2 Name ABBREVIATION) may retain
a single archival copy of the Confidential Information for the sole purpose of
establishing the extent of disclosure of Confidential Information hereunder,
provided, however, that, with respect to such archival copy, for so long as
(Company 2 Name ABBREVIATION) retains the archival copy and until it
destroys or returns the archival copy to (Company 1 Name ABBREVIATION),
the obligations of confidentiality and non-use set forth in this Agreement will
not expire in accordance with Section 10 above and will continue to apply.
(13) Assignment. Subject to the restrictions below, this Agreement will
bind and inure to the benefit of the parties and their respective successors
and assigns. Neither this Agreement nor any rights or obligations hereunder
may be assigned (including without limitation via merger, acquisition,
consolidation, reorganization, liquidation, stock purchase, change of control,
sale or transfer of all or substantially all assets, or otherwise by operation of
law or order of court) without the other partys prior written consent, in its
sole discretion; provided, however, that (Company 1 Name ABBREVIATION)
may without (Company 2 Name ABBREVIATION)s consent assign this
Agreement to a successor of (Company 1 Name ABBREVIATION)s business by
reason of merger, sale of all or substantially all of its assets or other form of
acquisition. Any purported assignment without a required consent will be
void.
(14) Governing Law; Submis(Company 2 Name ABBREVIATION)n to
Jurisdiction; Attorneys Fees. This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of
(NAME JURSDICTION), except that (NAME JURISDICTION) choice of law rules
shall not be invoked for the purpose of applying the law of another
jurisdiction. The parties agree that any action or proceeding brought to
enforce or otherwise arising out of or relating to this Agreement may be
commenced and maintained in any state or federal court located within
(NAME COUNTY AND STATE), having subject matter jurisdiction with respect
to the dispute between the parties. Both parties hereby irrevocably submit to
the non-exclusive jurisdiction of such courts over each of them in connection
with such litigation, and irrevocably waive to the fullest extent permitted by
law any objection to venue in such courts and any claim that such forum is an
(COMPANY 2 NAME ABBREVIATION)
DATE

COMPANY 1
CONFIDENTIAL

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inconvenient forum.
In any litigation or disputes arising out of this
Agreement, the substantially prevailing party will be entitled to recover all
reasonable costs and attorneys' fees, including costs and fees on appeal.
(15) Compliance with Laws; Import/Export. Each party covenants that,
in connection with this Agreement, it shall and shall cause its Representatives
to comply with all applicable laws, rules and regulations, including without
limitation (a) all applicable import and export laws, rules and regulations of
the United States and of the partys country of incorporation and principal
place of business and of its country of operations (and including all applicable
consents, approvals, licenses, permits or other authorizations related to the
export or import of goods, technical data or other items from or into a
country), and (b) all applicable laws, rules and regulations relating to ethical
business conduct.
(16) Miscellaneous. This Agreement contains the entire understanding
between the parties and is the final and complete expres(Company 2 Name
ABBREVIATION)n of the parties hereto with respect to the subject matter
contained herein, and supersedes all prior written or oral communications,
negotiations, understandings or agreements of any kind with respect to such
subject matter.
This Agreement may be amended only by a written
instrument signed by both parties. The headings in this Agreement are for
convenience of reference only and should not affect its interpretation. In this
Agreement, the terms including and include mean including but not
limited to. If any provi(Company 2 Name ABBREVIATION)n of this Agreement
shall be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provi(Company 2 Name ABBREVIATION)ns shall
remain in full force and effect.
If any provi(Company 2 Name
ABBREVIATION)n in this Agreement is determined to be unenforceable
because of its scope, duration, or other factor, then the court making that
determination will have the power to reduce or limit such provi(Company 2
Name ABBREVIATION)n, and such provi(Company 2 Name ABBREVIATION)n
will be then enforceable in its revised form. This Agreement may be executed
in counterparts, each of which shall be deemed an original, and all of which,
taken together, shall constitute one and the same instrument.
This
Agreement shall be effective upon full execution, and a signature transmitted
via facsimile or other electronic means shall be deemed to be and shall be as
effective as an original signature.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the Effective Date stated in the introductory clause above.
(Company 1 Name
ABBREVIATION)
By:
Name:
Title:
Date:

(COMPANY 2 NAME ABBREVIATION)

DATE

(Company 2 Name
ABBREVIATION)

By:
Name:
Title:
Date:
COMPANY 1
CONFIDENTIAL

________________________
________________________
________________________
____/____/____
Page 6 of 4

Addresses for Notice:

Attn:
Phone:
Fax:

(COMPANY 2 NAME ABBREVIATION)

DATE

Addresses for Notice:

Street:_______________________________
____________
City, State, Zip:
_________________________________
Attn:
______________________________________
______
Phone:
______________________________________
___
Fax:
______________________________________
_______

COMPANY 1
CONFIDENTIAL

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