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        <h3 style="text-align: center;">CONFIDENTIALITY AGREEMENT</h3>
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    <b>THIS CONFIDENTIALITY AGREEMENT,</b> dated {{ date('M d') }}, {{ date('Y') }} for
    reference purposes only, is entered into by {{ $company }}
    (the <b>Company</b>), and {{ $recipient }} (the
    <b>Recipient</b>).

    <br><br><br>
    <h4 style="text-align: center;">RECITALS</h4>
    <b>A.</b> The Company and Recipient are discussing entering into a possible relationship
    under which Company would provide products, information and/or services to the Recipient and
    Recipient would be engaged to provide services to the Company and receive compensation for
    those services. <br><br>
    <b>B.</b> The Company has agreed to disclose confidential information concerning the
    Company and its business to Recipient, subject to the terms and conditions contained in this
    Agreement.
    <h4 style="text-align: center;">AGREEMENT</h4>
    NOW, THEREFORE, in consideration of the foregoing recitals, and other good and
    valuable consideration, the receipt and adequacy of which are acknowledged by the parties, the
    parties hereto agree as follows:
    <br><br><b>1. <span style="text-decoration:underline">Confidentiality Obligation; Restrictions on Use.</span></b> Recipient will (a) hold the
    Confidential Information (as defined below) in strict confidence and not disclose the same to any
    other person or entity, other than those of Recipient’s Representatives (as defined below) who
    have agreed to hold the same in confidence; (b) restrict access to the Confidential Information to
    Recipient’s Representatives on a strict “need to know” basis; and (c) use the Confidential
    Information solely for purpose of determining its interest in becoming a vendor of the products,
    information and/or services of the Company and, if Recipient becomes a vendor of products,
    information and/or services to the Company, for the purpose of providing those products,
    information and/or services (the “Purpose”), and for no other purpose whatsoever. Recipient
    shall be responsible for any breach of this Agreement by any of Recipient’s Representatives. For
    purposes of this Agreement, “Representatives” means Recipient’s and the Company’s
    respective directors, officers, employees, agents, advisors and other representatives (including,
    without limitation, accountants, attorneys and financial advisors).
    
    <br><br><b>2. <span style="text-decoration:underline">Definition of Confidential Information.</span></b>
     For purposes of this Agreement,
    <b>"Confidential Information"</b> is to be broadly defined, includes information disclosed to
    Recipient prior to or after the date of this Agreement by any means or medium, and includes (a)
    all confidential information of the Company that has or could have commercial value or other
    utility in the business in which the Company is engaged; (b) all information of the Company that,
    if disclosed without authorization, could be detrimental to the interests of the Company; and (c)
    all information, technical or nontechnical, that derives independent economic value, actual or 
    224768.1 2959.000 2
    potential, from not being known to the public or other persons outside the Company who can
    obtain economic value from its disclosure or use. Confidential Information includes, but is not
    limited to, financial information, business plans, marketing plans, product plans, customer needs,
    customer information, product designs, website designs, software systems, know-how and
    formulas. Confidential Information also includes all notes, memoranda, summaries, abstracts,
    analyses, compilations, and other writings, containing, relating to or based on other Confidential
    Information, whether prepared by, or at the direction of, the Recipient or its Representatives.
    Any Confidential Information furnished to Recipient or to any of its Representatives by a
    Representative of the Company shall be deemed for purposes of this Agreement to have been
    furnished by the Company.


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        IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Confidentiality Agreement.

        <table style="width:100%;">
            <thead>
                <th>COMPANY</th>
                <th>RECIPIENT</th>
            </thead>

            <tbody>
                <tr style="height:40px">
                    <td style="text-align: center;">{{ $company  }}</td>
                    <td style="text-align: center;">{{ $recipient }}</td>
                </tr>

                <tr style="height:40px">
                    <td style="text-align: center;">By (Signature): ______________________</td>
                    <td style="text-align: center;">By (Signature): ______________________</td>
                </tr>

                <tr style="height:40px">
                    <td style="text-align: center;">Name: ______________________</td>
                    <td style="text-align: center;">Name: <b>{{ $recipientResourceName }}</b></td>
                </tr>

                <tr style="height:40px" > 
                    <td style="text-align: center;">Title: ______________________</td>
                    <td style="text-align: center;"></td>
                </tr>

            </tbody>
        </table>
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