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MUTUAL NON-DISCLOSURE AGREEMENT
This Non -Discl osure Agreement (the "Agreement"), dated as of ____________, 200__ (the
"Effecti ve Dat e"), is by and between Aut ani Corporation, a Del aware corporation, wit h offices
located at 7125 Columbia Gateway Drive, S uite 200, Columbi a, MD 21046 (her ei nafter, together
wit h its subsidiaries, aff iliates, cust omers and clients referred to as " Aut ani"), and
___ ___ ___ ___ ___ ___ ___ ___ ___ ___ __,a
corporation, with offices located at
_______________________________________________ (hereinafter, toget her with its
subsi diari es, affil iates, customers and cl ient s referred to as "Company" and coll ect ivel y refer red
to as t he “P arties”).
RECIT ALS
WH ERE AS, the Part ies desi re to discu ss cer tain matters r egard ing po ten tial bu sine ss
opportuni ties between the part ies relati ng to thei r busi ness (t he "Oppor tunit y").
WH ERE AS, in connection with t he Oppor tunit y, certain confi dential and propr ietary
information regarding the P ar ties may be di scl osed to each other in order for the parties to
eval uate the Opportuni ty.
NOW THE REFORE , in consider at ion of the mut ual representations, warranties,
co ven ants and agreemen ts co n tained h erein, an d fo r o ther goo d an d valuab le con sideratio n h ad
and received, the receipt and sufficiency of whi ch are hereby acknowl edged, and subject to the
terms and conditi ons set fort h herein, the part ies to t his Agreement hereby covenant and agree as
fo llo ws:
l.
Confidenti al Information. Confidenti al Information shall include and mean all
confi dential informati on dis closed at any time eit her oral ly, by demonstration, in writi ng or
other wise of Discl osing P ar ty, including:
(a)
any informati on or t echnical data that is sensi tive material, includi ng
information which af fords Di sclosi ng P arty a si gnifi cant compet itive ad vantage over i ts
competit ors, and not general ly known to t he publ ic, i ncluding, but not limi ted to, products
planning information, market ing est imates, business pl ans, and i nternal performance
results r el at ing to past , present or future busi ness activit ies;
(b)
all confident ial or proprietary concepts, documentation, repor ts,
speci fications, computer software, source code, executabl e programs that have not been
released to the general public, programmers’ notes, algori thms bl ue pri nt s, proofs of
co ncep t, ob ject co de, flow ch arts, datab ases, inv enti on s, and tr ad e secrets, whether or not
patent able or copyr ightable;
March 9, 2011
Northeastern Energy Consultants, LLC
New Jersey LLC XXXXXXXXXX
5 Evergreen Drive, Voorhees, NJ 08043