Tennessee Confidential Information Exchange Agreement - Software


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                             This is an agreement that allows a company to review and evaluate a developer�    s
                             software while maintaining confidentiality. By reviewing and evaluating the software, the
                             company agrees that any proprietary information they learn during the evaluation phase will
                             remain confidential. The company agrees to ensure proper measures and safeguards are
                             undertaken to protect the proprietary information. This document should be used by small
                             businesses or other entities located in Tennessee that develope software and want their
                             proprietary information to remain confidential.

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modi fied by you or your
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Date, 20__, by and between _______________________ [Instruction: Insert name of the party disclosing
the      confidential      information]      having     its   principal     place    of    business   at
______________________________________ [Instruction: Insert the address of information discloser        ]
(“Developer”), and ___________________________ [Instruction: Insert name of the party receiving the
confidential information ], having its principal office at ______________________________________________
[Instruction: Insert the address of information receiver] (“Receiver”) .

WHEREAS, Developer is engaged in the business of developing and marketing various types of
business software’s ("Software"); and

WHEREAS, Receiver desires an opportunity to review and evaluate the Software in consultation
with Developer and examining Proprietary Information of Developer and agrees to ensure proper
measures and safeguards to protect the Proprietary Information

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, Developer and Receiver hereby agree as follows:

1. Purpose
      The parties hereto agree that the purpose of this Agreement is to protect the proprietary
      information only. Developer and Receiver are independent contractors and are not and shall not
      be construed as joint ventures, partners, employer/employee, or agents of the other and neither
      shall have the power to bind or obligate the other, except as set forth in this Agreement.

2. Proprietary Information
   The term Proprietary Information shall include all information and data furnished by Developer
   to Receiver, whether in oral, written, graphic or machine-readable form, including but not limited
   to, designs, procedures, formulas, discoveries, inventions, improvements, concepts, and ideas,
   except such information and data as the parties agree in writing is not proprietary or
   confidential. Information made available to the general public shall not be considered to be
   Proprietary Information.

   Proprietary Information does not include Information which:
   a) is published or otherwise in the public domain through no fault of the receiving party; or

   b) can be demonstrated by the receiving party to have been in its possession prior to receipt under this
      agreement; or

   c) is obtained by the receiving party without restriction from a third party; or

   d) is independently developed by the receiving party by individuals who have not had either direct or
      indirect access to such information; or

   e) is disclosed by the receiving party to a third party with the written approval of the disclosing party
      without any restriction.

3. Non-Disclosure
   a) All Confidential Information disclosed to Receiver shall be kept confidential by Receiver and
      treated with at least the same level of protection as Developer gives its own confidential
      information of similar nature, but no less than a reasonable level of protection. Developer shall
      promptly notify Receiver if it becomes aware of any unauthorized disclosure or use of the
      Confidential Information. It is agreed to by the Developer that all information disclosed by virtue of
      this Agreement is and will remain the property and proprietary information of the Developer.
   b) Receiver shall not disclose any portions of the Confidential Information to any third party or non-
      employee, including subcontractors, without the prior written consent of Developer. Receiver may
      disclose confidential information to its employees only to the extent necessary for the purposes of
      this Agreement. Receive shall inform all of its employees who have access to the Confidential
      Information that Receiver is bound by a Confidentiality Agreement concerning the Confidential
      Information, and shall enter into appropriate agreements with its employees to protect the
      Confidential Information from being disclosed.

   c) Receiver may not copy, summarize, take notes or otherwise condense or compile any of the
      Confidential Information, and may not authorize any other party to copy, summarize, take notes or
      otherwise condense or compile any of the Confidential Information, or make any commercial or
      personal use of any part of the Confidential Information except to the extent necessary for

   d) Receiver agrees to use and store the Confidential Information in a manner that prevents
      unauthorized viewing and makes it accessible only to personnel to the extent necessary to carry out
      the purposes of this Agreement.

   e) Receiver will not make any reports, publications or give interviews concerning Confidential
      Information without Developer’s prior written consent.

4. Terms and termination [Instruction: Choose any one clause below]
   This Agreement may be terminated by the written agreement of both parties. In the event that
   either party shall be in default of its material obligations under this Agreement and shall fail to
   remedy such default within ______ (__) [◊ Sixty (60)] days after receipt of written notice thereof,
   this Agreement shall terminate upon expiration of the ______ (__) [◊ Sixty (60)] days period.

   This Agreement shall commence as of the Effective Date and shall continue in full force and effect
   for a period of _______ (___) [◊ Four (4)] year, and shall automatically renew for additional _______
   (___) [◊ One (1)] year periods, unless either party provides written notice of non-renewal to the
   other party, not less than ______ (__) [◊ Sixty (60)] days period prior to the expiration of term.
   [Comment: Consider whether obligations of confidentiality should ever expire. Some trade
   secrets, such as the formula to Coca Cola, should never expire.]

5. Removal of Notices
   Receiver shall not remove any copyright or proprietary rights notice attached to or included in
   any Proprietary Information furnished by Developer. Receiver shall reproduce all such notices
   on any copies. All copies made by Receiver shall be also considered as Proprietary Information.

6. Use of Proprietary Information
   The Proprietary Information shall be used by Receiver for the sole purpose of evaluating the
   Software. It shall not be used in developing like Software either for internal or external use.
   Receiver shall not make the Proprietary information available for use by or for the benefit of any
   other party, whether or not for consideration.

7. Return of Information
   All Confidential Information of a Developer shall be and remain solely the property of the
   Developer. Upon request of the Developer, the Receiver shall promptly return or destroy all
   Confidential Information of the Developer furnished to it by or on behalf of the Developer,
   including all copies, memoranda and other writings or recordings prepared by the Receiver or its
   Representatives based upon, containing or otherwise reflecting any Confidential Information.
   Any such destruction shall be confirmed in writing by the Receiver. Any Confidential Information
   that is not returned or destroyed, including any oral Confidential Information, will continue to be
   kept confidential and subject to the terms of this Agreement.

   8. Injunctive Relief
      Receiver acknowledges that Developer will be irreparably harmed if Receiver’s obligations
      under this Agreement are not specifically enforced and that Developer would not have an
      adequate remedy at law in the event of an actual or threatened violation by Receiver of its
      obligations. Therefore, Receiver agrees that Developer shall be entitled to an injunction or any
      appropriate decree of specific performance for any actual or threatened violations or
       breaches by Receiver, its employees or agents without the necessity of Developer showing
       actual damages or that monetary damage would not afford an adequate remedy.

9. General Provisions
   a) Amendment and Modification: This Agreement sets forth the entire agreement between the
       parties with respect to the subject matter hereof, and may not be modified or amended except by
       written agreement executed by the parties hereto.

   b) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an
       original, but all of which together shall constitute one and the same Agreement.

   c) No Assignment. This Agreement may not be assigned by the Receiver. The obligations of the
       Receiver under this Agreement shall not terminate upon any attempted assignment.

   d) Articles and Other Headings. The articles and other headings contained in this Agreement are for
       reference purposes only, and shall not affect in any way the meaning or interpretation of the terms
       of this Agreement.

   e) Severability. If a court finds any provision of this Agreement invalid or unenforceable, the
       remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

   f) Governing Law: Forum: This Agreement shall be governed by the laws of the State of Tennssee,
       applicable to agreements made and to be wholly performed therein

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
representatives with full rights, power and authority to enter into and perform this Agreement.
For: DEVELOPER                            For: RECEIVER

Signed:________________________________   Signed:______________________________
Name:                                     Name:
Title:                                    Title:
Date:                                     Date:

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