MUTUAL NON-DISCLOSURE / NON-CIRCUMVENT AGREEMENT This Mutual Non-Disclosure/Non-Circumvent Agreement (“Agreement”) is entered into this ____ day of ____________, 20__, between ____________________ including all of its divisions, subsidiaries, affiliates and controlled companies, or any successor thereto and ________________, and his/her heirs, successors and assigns thereto (each individually referred to as a “Party” and collectively referred to as the “Parties”). 1. Purpose. The purpose of this Agreement is to facilitate discussions regarding the exploration of the sale of the business of ____________________to __________________, or some entity formed by ___________ (“Authorized Purpose”). Confidential Information. In connection with this Authorized Purpose, each Party may disclose to the other certain confidential technical and business information which the disclosing Party desires the receiving Party to treat as confidential (“Confidential Information”). Confidential Information shall include, but not be limited to, any and all information (including without limitation documents, computer data or oral communications) relevant to business information, ideas, planning, and personnel, including but not limited to proposals, engineering drawings, mechanical specifications, formats and mechanisms for obtaining financing, customer lists, pricing information, market approaches, production plans, Internet designs and applications, distribution arrangements, specific locations, strategies, contacts, trade information, business associations, technical applications, and designs and any and all other materials disclosed in an effort to further any Authorized Purpose. The parties agree that the term “Confidential Information” shall be given its broadest possible interpretation to cover all facets of business information. Non-Disclosure and Non-Use. The Parties agree to use any Confidential Information solely for the Authorized Purpose and not for the individual benefit of the Party or for the benefit of any third party. The Parties agree that they will not use the Confidential Information of the other Party in any other venture or in any other business pursuit without the prior written consent of the other Party. The Parties further agree not to contact any person or entity revealed to them under this Agreement without the prior knowledge and written consent of the other Party. The Parties agree to limit disclosure of Confidential Information to those employees of the receiving Party who are required to have the information in order to evaluate or engage in discussions regarding the Authorized Purpose and then only on the basis of a clear understanding by the employee of their obligation to maintain the confidentiality of the Confidential Information and to restrict the use of the Confidential Information to the terms of this Agreement. Each document or any copy thereof shall be numbered and maintained in a secure