1. Effective (Date), (Your Name and Address), hereinafter
referred to as (DISCLOSER), desires to disclose to (Company
Name and Address) (RECIPIENT), certain confidential information
which RECIPIENT acknowledges to be of a confidential character,
such information relating to "(Name of Invention)" developed by
the DISCLOSER ("Confidential Information").

2. RECIPIENT accepts this Confidential Information for the
sole purpose of evaluating the same for its own contemplated use
and hereby agrees not to make use of the disclosed Confidential
Information, except for such purpose as evaluation, or to disclose
the same to any third party or parties without the written prior
consent of DISCLOSER. All such disclosures shall be in writing.
All oral disclosures to RECIPIENT which are then summarized in
writing within thirty (30) days are also covered by this Agreement.
RECIPIENT shall protect said Confidential Information with the same
degree of care as it applies to protect its own.

3. Within ninety (90) days or within any extension period
granted by DISCLOSER from the date of this Agreement, RECIPIENT
will advise DISCLOSER in writing as to its interest in negotiating
an agreement to allow RECIPIENT's use of the disclosed Confidential
Information beyond evaluation. Should DISCLOSER independently agree
to so negotiate with RECIPIENT, the parties will commence good faith
negotiations upon DISCLOSER written notification to RECIPIENT.

4. If the period for evaluation has expired, or the RECIPIENT
has notified DISCLOSER in writing that it is no longer interested
in continuing with the evaluation, or if negotiations between the
parties have commenced but DISCLOSER has notified RECIPIENT in
writing that in DISCLOSER sole discretion a satisfactory agreement
cannot be reached, then RECIPIENT will promptly return to DISCLOSER
within thirty (30) days all Confidential Information and copies
thereof, including written documentation, drawings, photographs,
models, and specimens, less those specimens necessarily consumed
in evaluation, and will keep only one copy thereof for the sole
purpose of documenting this Confidential Information to RECIPIENT,
and which will be maintained in confidence by RECIPIENT for the
life of the Agreement as specified in Paragraph 9 below.

5. It is recognized that RECIPIENT may be required to
disclose such Confidential Information to employees, for
purposes of evaluation. RECIPIENT will exercise reasonable
care in the selection of such employees, and will fully advise
all such persons of the confidentiality of this Confidential
Information and shall secure the agreement of all such persons
to comply with the terms and conditions of this Agreement.
The number of such employees will be limited to those who
need to know for said evaluation purposes.

6. Notwithstanding the above, RECIPIENT shall have no
obligation hereunder to refrain from disclosing specific
information if and when a patent is issued covering such
Confidential Information. Further, RECIPIENT shall have no
obligation hereunder to refrain from disclosing or using
the following information:
(a) Information which is generally available to the public
at the time of this disclosure;
(b) Information which becomes part of the public domain
or publicly known or available by publication or otherwise,
not due to any unauthorized act or omission on the part of
RECIPIENT;
(c) Information which thereafter is disclosed to the
undersigned by third parties as a matter of right; and
(d) Information which has been independently developed by
RECIPIENT.

7. In any event, it is understood that DISCLOSER does not
release RECIPIENT from any liabilities based upon any copyright
or patent or other rights it now possesses or may acquire
concerning such Confidential Information. No license or other
right under any U.S. or foreign patent, copyright, or knowhow
is granted or implied by this Agreement.

8. The interpretation and validity of this Agreement and
the rights of the parties shall be governed by the laws of the
State of (Your State).

9. The period of this Agreement is until three (3) years from
either the termination of evaluation or negotiations by RECIPIENT
or DISCLOSER whichever occurs last, as specified in Paragraph 3
above. All obligations of the RECIPIENT with respect to the use
and disclosure of Confidential Information hereunder shall
terminate at the end of such three (3) year period.

10. The above constitutes the full and complete Agreement
in this matter by and between the parties hereto.

IN WITNESS WHEREOF, RECIPIENT has executed this Agreement
in duplicate originals by its duly authorized officer or representative.