Sample NDA for reference

     ** A general Non-Disclosure Agreement for a specific project **


This AGREEMENT is made by and between ____________________. (the "Company")
and _______________ (the "Recipient") effective as of ______________, 1997.

Project Reference: Information related, but not limited to, development
projects and assignments to be performed by the Recipient for the Company.

The Company possesses competitively valuable Confidential Information (as
hereinafter defined) regarding its current products, future products,
research and development, and general business operations. Recipient may
enter or has entered into a business relationship with the Company and in
connection therewith may need to review or use the Company's Confidential
Information and Materials or to create new Confidential Information and
Materials for the Company. In consideration of the promises and covenants
contained in this Agreement and the disclosure of Confidential Information
and Materials from the Company to the Recipient, the parties hereto agree
as follows:

1. Confidential Information and Materials

(a) "Confidential Information" shall mean any nonpublic information
that the Company specifically marks and designates, either orally or in
writing, as confidential or which, under the circumstances surrounding
the disclosure, ought to be treated as confidential or which the
Recipient creates or produces in the course of performing services for
the Company. "Confidential Information" includes, but is not limited to,
product schematics or drawings, descriptive material, specifications,
software (source code or object code), sales and customer information,
the Company's business policies or practices, information received from
others that the Company is obligated to treat
as confidential, and other materials and information of a confidential

(b) "Confidential Information" shall not include any materials or
information which the Recipient shows:
(i) is at the time of disclosure generally known by or available to
the public or became so known or available thereafter through no
fault of the Recipient; or
(ii) is legally known to the Recipient at the time of disclosure by
the Company; or
(iii) is furnished by the Company to third parties without
restriction; or
(iv) is furnished to the Recipient by a third party who legally
obtained said information and the right to disclose it; or
(v) is developed independently by the Recipient either before or
after the term of the Recipient’s engagement as a consultant or
independent contractor to the Company where the Recipient can
document such independent development.

(c) "Confidential Materials" shall mean all tangible materials
containing Confidential Information, including without limitation
drawings, schematics, written or printed documents, computer disks,
tapes, and compact disks (CD), whether machine or user readable.

2. Restrictions

(a) Recipient shall not disclose any Confidential Information to third
parties without the prior written authorization of the Company.
Notwithstanding the foregoing, Recipient shall not at any time disclose
to any third party any Confidential Information comprising a trade
secret of the Company or any Confidential Information of any other party
to whom the Company owes an obligation. However, Recipient may disclose
Confidential Information in accordance with judicial or other
governmental orders, provided Recipient shall give the Company
reasonable notice prior to such disclosure and shall comply with any
applicable protective order or equivalent.

(b)Recipient shall not use any Confidential Information or Confidential
Materials of the Company for any purposes except those expressly
contemplated hereby or as authorized by the Company.

(c) Recipient shall take reasonable security precautions, which shall
in any event be as great as the precautions it takes to protect its own
confidential information, to keep confidential the Confidential
Information. Recipient may disclose Confidential Information or
Confidential Materials only to Recipient's employees or consultants on
a need-to-know basis. Recipient shall instruct all employees given
access to the information to maintain confidentiality and to refrain
from making unauthorized copies. Recipient shall maintain appropriate
written agreements with its employees, consultants, parent,
subsidiaries, affiliates or related parties, who receive, or have access
to, Confidential Information sufficient to enable it to comply with the
terms of this Agreement.

(d) Confidential Information and Confidential Materials may be
disclosed, reproduced, summarized or distributed only in pursuance of
Recipient's business relationship with the Company, and only as
otherwise provided hereunder. Recipient agrees to segregate all such
Confidential Materials from the confidential materials of others to
prevent commingling.

3. Rights and Remedies

(a) Recipient shall notify the Company immediately upon discovery of any
unauthorized use or disclosure of Confidential Information or
Confidential Materials, or any other breach of this Agreement by
Recipient, and will cooperate with the Company in every reasonable way
to help the Company regain possession of the Confidential Information
and/or Confidential Materials and prevent further unauthorized use or

(b) Recipient shall return all originals, copies, reproductions and
summaries of Confidential Information and/or Confidential Materials then
in Recipient's possession or control at the Company's request or, at
the Company's option, certify destruction of the same.

(c) Recipient acknowledges that monetary damages may not be a sufficient
remedy for damages resulting from the unauthorized disclosure of
Confidential Information and that the Company shall be entitled, without
waiving any other rights or remedies, to seek such injunctive or
equitable relief as may be deemed proper by a court of competent

(d) The Company may visit Recipient's premises, with reasonable prior
notice and during normal business hours, to review Recipient's
compliance with the terms of this Agreement.

4. Miscellaneous

(a) All Confidential Information and Confidential Materials are and
shall remain the sole and exclusive property of the Company. By
disclosing information to Recipient, the Company does not grant any
express or implied right to Recipient to or under the Company patents,
copyrights, trademarks, or trade secret information.

(b) All Confidential Information and Materials are provided "AS IS" and
the Company makes no warranty regarding the accuracy or reliability of
such information or materials. The Company does not warrant that it
will release any product concerning which information has been disclosed
as a part of the Confidential Information or Confidential Materials.
The Company will not be liable for any expenses or losses incurred or
any action undertaken by the Recipient as a result of the receipt of
Confidential Information or Confidential Materials. The entire risk
arising out of the use of the Confidential Information and Confidential
Materials remains with the Recipient.

(c) Recipient agrees that it shall adhere to all U.S. Export
Administration laws and regulations and shall not export or re-export
any technical data or products received from the Company or the direct
product of such technical data to any proscribed country listed in the
U.S. Export Administration Regulations unless properly authorized by
both the Company and the U.S. Government.

(d) This Agreement constitutes the entire Agreement between the parties
with respect to the subject matter hereof. It shall not be modified
except by a written agreement dated subsequent to the date of this
Agreement and signed by both parties.

(e) None of the provisions of this Agreement shall be deemed to have
been waived by any act or acquiescence on the part of the Company, its
agents, or employees but only by an instrument in writing signed by an
authorized officer of the Company. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision(s) or of the
same provision on another occasion. Failure of either party to enforce
any provision of this Agreement shall not constitute waiver of such
provision or any other provisions of this Agreement.

(f) If any action at law or in equity is necessary to enforce or
interpret the rights arising out of or relating to this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees,
costs and necessary disbursements in addition to any other relief to
which it may be entitled.

(g) This Agreement shall be construed and governed by the laws of the
State of Illinois, and both parties further consent to jurisdiction by
the state and federal courts sitting in the State of Illinois.

(h) If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect. Should any
of the obligations of this Agreement be found illegal or unenforceable
as being too broad with respect to the duration, scope or subject matter
thereof, such obligations shall be deemed and construed to be reduced to
the maximum duration, scope or subject matter allowable by law.

(i) All obligations created by this Agreement shall survive change or
termination of the parties' business relationship.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives as of the date first set forth above.

Party 1

By: ________________________________________

Name: ______________________________________

Title: _____________________________________

Date: _________________

Party 2

By: ________________________________________

Name: ______________________________________

Title: _____________________________________

Date: _________________

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