NDA by kgpoore



      THIS AGREEMENT made this ____ day of ________, 200_, is by and between Duro
Textiles, LLC, a Delaware limited liability company, having its principal place of business at 110
Chace Street, Fall River, Massachusetts 02724 (“Duro”), and the Company signing below


      The parties to this Agreement desire to engage in discussions regarding present or potential
business relationships, and in connection with these discussions, it may be necessary or desirable
for either party to provide the other party with, or allow access to, proprietary technical or
business data and other confidential information, the unauthorized disclosure of which would
diminish the significant commercial value of such confidential information. Each party has
provided and may continue to provide to the other party valuable confidential and proprietary
information relating to its business. Each party would like to protect the confidentiality of,
maintain its rights in, and prevent the unauthorized use and disclosure of such confidential and
proprietary information.


      NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

      1.     Duro and Company acknowledge that each has developed and will continue to
develop valuable and unique products, methods, formulae, procedures, processes, know-how and
information (collectively “Information”) that gives each a distinct, competitive advantage, which
Information is not generally known by others and which have or may become known to the other
party. All the Information developed by Duro or Company, as the case may be, or their
respective employees and agents, is referred to in this Agreement as "Confidential Information".

      2.      Neither party shall directly or indirectly disclose, publish or use for its benefit or the
benefit of third parties Confidential Information of the other party, and each agrees that it shall
use its best efforts to prevent inadvertent disclosure of such Confidential Information by its
employees and its agents to any third party. Each party agrees to treat all Confidential
Information of the other as strictly confidential and shall protect such Confidential Information,
whether in storage or use, with the same degree of care as such party uses to protect its own
Confidential Information, but in no case less than reasonable care.

      3.     The party receiving Confidential Information shall neither use it nor circulate it to
its employees, any affiliate, or employee or agent of such affiliate, except to the extent necessary
for: (a) negotiations, discussions and consultations with personnel or authorized representatives
of the disclosing party; and (b) furthering mutual sales, marketing and/or business objectives
agreeable in advance by the parties. Each party shall take such steps as are necessary or
appropriate to ensure that its employees are knowledgeable of the terms of this Agreement.

       4.     “Confidential Information” shall not include information: (a) which is or has
become in the public domain or generally known to the public through no fault of the receiving
party; (b) which has been known to the receiving party prior to disclosure to it, or was developed
after disclosure without the use of the confidential information disclosed, as evidenced by written
records of the receiving party; (c) which is received by the receiving party from a third party
without any obligation of confidentiality; (d) which is disclosed with the prior written consent of
the disclosing party; or (e) which is required by law or court order to be disclosed, after the
receiving party provides notice to the disclosing party and an opportunity to seek confidential

      5.      All materials furnished to the receiving party and which are designated in writing to
be or include Confidential Information shall remain the property of and shall, on request, be
promptly returned to the disclosing party with all copies made thereof, and the receiving party
shall destroy any notes or personal memoranda which include or make reference to Confidential

       6.      Each party acknowledges that a breach of its obligations under this Agreement
relating to disclosure and non-use of Confidential Information may cause irreparable harm to the
other that would be difficult to quantify and for which money damages would be inadequate. As
a result, each party agrees that in the event of such a breach or threat of such a breach, the other
party shall, in addition to any and all other remedies available to it under this Agreement, at law
or in equity, (which may be enforced individually or cumulatively) have the right to injunctive
relief, without the necessity of posting a bond. Upon the determination of a court of competent
jurisdiction that the party has breached or has attempted or threatened to breach this Agreement,
such party agrees to the granting in such proceeding of an injunction restraining further breaches,
or attempted or threatened breaches of, or compelling compliance by specific performance with,
this Agreement. In the event of any dispute or litigation hereunder, the prevailing party shall be
entitled to reimbursement of its reasonable attorneys' fees and costs of suit.

    7.   This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.

       8.     If any provision of this Agreement or its application to any person or circumstances
is invalid or unenforceable, then the remainder of this Agreement or the application of such
provision to other persons or circumstances shall not be affected thereby. Further, if any
provision or application hereof is invalid or unenforceable, then a suitable and equitable
provision shall be substituted therefore in order to carry out so far as may be valid or enforceable
the intent and purposes of the invalid and unenforceable provision.

      9.      Any waiver by either party of a breach of any provision in this Agreement shall not
operate as or be construed as a waiver of any subsequent breach.

      10.    This Agreement may be altered, amended or modified, in whole or in part, by the
written consent thereto signed by the duly authorized representative of both parties.

       11.    This Agreement constitutes the entire Agreement between the parties with respect
to the subject matter hereof and supersedes all prior as agreements between the parties.

       12.    Neither party shall disclose the existence or contents of this Agreement, or that
discussions are taking place between the parties pursuant to this Agreement or otherwise with
respect to potential business relationships, without the prior written consent of the other party,
except to the extent necessary to comply with a lawful court order or to enforce or defend its
rights under this Agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.

WITNESS:                                            DURO TEXTILES, LLC

___________________________                         By___________________________

WITNESS:                                            COMPANY:___________________

___________________________                         By___________________________




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