CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

[DISCLOSER], a limited liability ("Discloser"), and [RECIPIENT] ("Recipient") agree, effective [DATE], as follows:

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1. Background and Purpose. Discloser has communicated with Recipient in connection with evaluating a potential business transaction (Transaction). In connection with evaluating the Transaction Discloser will be providing Recipient with access to certain proprietary and confidential information owned by Discloser relating to Disclosers business and the Transaction. Discloser is willing to provide Recipient access to such information solely on the condition that Recipient retain the confidentiality of such information and not (i) use the information for any commercial purposes other than providing services to Discloser or (ii) disclose the information to any third party, without the prior written consent of Discloser. Recipient agrees to the terms and conditions of disclosure as provided in this Agreement. 2. Confidential Information. The term "Confidential Information" as used in this Agreement shall mean all information useful or potentially useful to Disclosers business. Confidential Information includes without limitation written or oral information, business plans, trade secrets, financial data, projections, know-how, concepts and other data, trademarks, copyrights, procedures, demonstrations, methods, processes, uses, techniques, formulas and combinations, agent and customer lists and the like. The Confidential Information is regarded by Discloser as highly valuable and is not known publicly. Its continued value depends, in part, on retaining its confidential nature. 3. Limited Evaluation. Recipient agrees that the disclosure of the Confidential Information to Recipient is solely for the purpose of Recipient's limited use of the Confidential Information to provide services to Discloser (the Purpose). Recipient shall limit dissemination of and access to the Confidential Information to the personnel of Recipient to whom disclosure is necessary for the Purpose. Recipient agrees that no disclosure will be made to any of Recipient's personnel without first obtaining such person's written agreement to the terms of this Agreement. 4. Use and Non-Disclosure of Confidential Information. Recipient shall not directly or indirectly disclose or use, or permit the disclosure or use of, the Confidential Information for any purpose other than the Purpose without the prior written consent of Discloser. Recipient shall retain the Confidential Information in confidence and require each of Recipient's agents and employees to retain the Confidential Information in confidence. 5. Ownership and Return of Tangible Information. Recipient agrees that all tangible information and property concerning the Confidential Information shall remain the exclusive property of Discloser. No documents or other data relating to the Confidential Information shall be copied or reproduced without the prior written consent of Discloser. Upon termination of the parties' relationship for any reason, Recipient and any other party to whom Recipient provided Confidential Information promptly shall return to Discloser all data of any kind pertaining to or 1

containing Confidential Information and erase all computer records containing Confidential Information. Recipient shall not make or retain copies of any Confidential Information. 6. Remedies. Recipient acknowledges and agrees that, because of the unique nature of the Confidential Information, Discloser will suffer immediate, irreparable harm in the event Recipient fails to comply with any of Recipient's obligations under this Agreement and that it would be extremely impracticable to measure the resulting damages. Accordingly, Recipient agrees that, in addition to any other available rights or remedies, Discloser may sue in equity for injunctive relief to enforce the terms of this Agreement, and Recipient expressly waives the defense that a remedy in damages will be adequate. 7. Relationship Created. Nothing in this Agreement shall be construed to establish a license, joint venture, partnership or other contractual arrangement with respect to the Confidential Information. Recipient shall not enter into any agreement with any third party based upon anything contained in this Agreement and shall have no authority to obligate Discloser. 8. Miscellaneous.

8.1. Attorneys' Fees; Prejudgment Interest. If the services of an attorney are required by any party to secure the performance of this Agreement or otherwise upon the breach or default of another party to this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereto, the prevailing party shall be entitled to reasonable attorneys' fees, costs and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. 8.2. Assignability. This Agreement shall not be assigned by Recipient without the prior written consent of Discloser. Any assignment contrary to the provisions of this Agreement shall be deemed a default under the Agreement, allowing Discloser to exercise all remedies available under law. This Agreement may be assigned by Discloser upon notice in writing to Recipient. 8.3. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated. 8.4. Governing Law. The rights and obligations of the parties and the interpretation and performance of this Agreement shall be governed by the law of New York, excluding its conflict of laws rules.

By: _________________________________ Name:_______________________________ Title:________________________________ 2

By: _________________________________ Name:_______________________________ Title:________________________________