End Date:          ________________

To protect certain proprietary or confidential information (either or both of which are herein described as “Proprietary Information”) which may be disclosed between them, Company. (“Company”) and the “Participant” identified below agree that:

1.     The disclosing party/parties (“Discloser”) of Proprietary Information is/are:

  Company             Participant     Both

2.             The parties  desire  do not desire to specify representatives authorized to disclose and/or receive Proprietary Information.  Lack of specification will not affect the obligations regarding treatment of Proprietary Information.  If so desired, the representatives are:

 Participant:

4.     This Agreement controls only Proprietary Information which is disclosed on or after the Effective Date.  This Agreement shall terminate on the End Date.  The party receiving the Proprietary Information (“Recipient”) will continue to protect Proprietary Information for a period of two years beyond the termination of this Agreement.  This clause shall survive termination.

5.     Either party may terminate this Agreement upon thirty days written notice.  Within ten days of termination of this Agreement, Recipient will return or destroy all Proprietary Information received (including all copies) and provide the Discloser with documentation attesting to that fact.

6.     Recipient shall not disclose Proprietary Information to any third party without the prior written consent of the Discloser and shall limit its disclosure to itself (if an individual), its employees, agents, and consultants having a need to know in relation to the Program and who are under non-disclosure obligations no less restrictive than in this Agreement.  Recipient shall cooperate with Discloser in fully enforcing any such obligations.  Recipient shall protect the disclosed Proprietary Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of the Proprietary Information as Recipient uses to protect its own proprietary or confidential information of a like nature.  Recipient may make copies of the Proprietary Information as reasonably necessary in support of the Program, provided each copy is considered Proprietary Information and all proprietary legends or markings on the original are retained on the copies.

7.     Recipient shall have a duty to protect only that Proprietary Information which is (a) Disclosed by the Discloser in writing (to include electronic transmissions and data files) and is marked as “Proprietary” or “Confidential,” or with a similar

legend, at the time of disclosure, or which is; (b) Disclosed by the Discloser in any other manner (ie. Orally or visually) and is identified as proprietary or confidential at the time of disclosure and is summarized and designated as proprietary or confidential in a written memorandum delivered to Recipient within 15 (fifteen) days of the disclosure.

8.     The obligations herein will not apply to any information which is (a) available to the public other than by breach of this Agreement by Recipient; (b) rightfully received by Recipient from a third party without proprietary or confidential limitations; (c) independently developed by Recipient's employees without access to the Proprietary Information; (d) known to Recipient prior to first receipt of same from Discloser; or (e) hereinafter disclosed by the Discloser to a third party without restriction or disclosure.

9.     Each Discloser warrants that it has the right to make the disclosures under this Agreement.  Neither party makes any express warranties and disclaims all implied warranties with respect to information delivered hereunder, including implied warranties of merchantability with respect to the accuracy, suitability, usefulness or completeness, fitness for a particular purpose, or freedom from patent or copyright infringement, whether arising by law, custom, or conduct.  In no event shall either party be liable for special, incidental, indirect, or consequential damages.

10.    Neither party has an obligation under this Agreement to offer for sale products using or incorporating the Proprietary Information.  Either party may, at its sole discretion, using its own information, offer such products for sale and may modify them or discontinue sale at any time.

11.    Neither party has an obligation under this Agreement to purchase any product or service from the other party.  The parties do not intend that any agency or partnership relationship be created by them by this Agreement.  All additions or modifications to this Agreement must be made in writing and signed by both parties.  This Agreement is the full understanding of the Parties relative to the protection of Proprietary Information and supersedes all other understandings with respect thereto.  Neither party acquires any licenses or any other intellectual property rights of the other party under this Agreement.  This Agreement is made under and shall be construed according to the laws of the Maryland, excluding its principles of conflicts of laws.

12.  Recipient may reproduce and disclose Proprietary Information as part of a proposal to a potential customer provided (a) if the customer is the U.S. Government that the Proprietary Information shall be disclosed pursuant to and bearing the appropriate legends set forth in the applicable regulations; (b) if the customer is other than the U.S. Government that the customer is under non-disclosure obligations no less restrictive than in this Agreement; and (c) Recipient informs the Discloser of the intent to reproduce and disclose Proprietary Information as part of a proposal reasonably in advance of doing so. If the Recipient is faced with an obligation to disclose pursuant to applicable law or regulation, subpoena or court order, the Recipient shall promptly notify the Discloser of such obligation.  Except in connection with a failure to discharge responsibilities set forth in the preceding sentence, neither party shall be liable for disclosure pursuant to applicable law or regulation, subpoena, or Government or other judicial order or for inadvertent disclosure where the customary degree of care, as previously defined, has been exercised; provided that upon discovery of such inadvertent disclosure, the Recipient shall endeavor to prevent any further inadvertent disclosure. 

14. In the event of a breach of this Agreement, Discloser may suffer irreparable harm and have no adequate remedy at law.  In such an event, Discloser will be entitled to seek injunctive relief and/or other equitable remedies without proof of monetary damages or the inadequacy of other remedies, in addition to all other remedies available to Discloser at law. 

Company:

By:   ­­­­­­­­­­­­­______________________________________________

Name:                                                                                    

Title:                                                                                                                            

Date:                                                                                          

Participant Inc.:

By: _________________________________________

Name:                                                                                    

Title:    ____________________________________________                                                                           

Date:  ____________________________________________