Mutual Nondisclosure Agreement

This mutual nondisclosure agreement (the “Agreement”), dated the ___ day of ____________________, 20____ (the “Effective Date”), is by and between [COMPANY] Group, Inc., a Delaware corporation with an address of [ADDRESS], (hereinafter “[COMPANY]”) and [Insert name of Counterparty], a [entity type and/or state/ country of incorporation] with an address of [address], (hereinafter “Insert name of Counterparty”). Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1. [COMPANY] and [Insert name of Counterparty]are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”

RECITALS

WHEREAS, the Parties desire to enter into discussions with one another concerning a potential business relationship or transaction; and

WHEREAS, the Parties desire to take all reasonable steps to safeguard and protect confidential information from any unauthorized use or disclosure.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

Confidential Information. As used herein, “Confidential Information” shall consist of all information, whether in written, oral, electronic, or other form, and whether prepared by the Disclosing Party or otherwise, furnished on or after the Effective Date by the Disclosing Party or its Representatives (“Representative” is defined as any affiliate, director, officer, employee, agent, advisor or consultant of either of the Parties or their subsidiaries or affiliates) to the Receiving Party or to its Representatives, and specifically includes but is not limited to all business and financial information, marketing and strategic plans, PowerPoint slides, customers, employees, suppliers, analysis, reports, technologies, processes and operations, compilations, forecasts, studies, lists, summaries, notes, data and all other documents and materials concerning the Disclosing Party and its affiliates, including all portions thereof, aggregate or net market positions, or market positions relative to other market participants. The term Confidential Information shall not include any of the following:

information already in possession of, or already known to, the Receiving Party as of the Effective Date;

information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s);