Mailing Address *

Address 1

Address 2

City

State/Province

Zip/Postal Code

Country

SECTION 1. *

The term “Confidential Information” shall mean any information that is disclosed by the Disclosing Party to the Receiving Party at any time prior to the execution of this Agreement or during the term of this Agreement. Confidential Information may be disclosed orally, in writing, by samples, by inspections, or in a tangible medium. Such Confidential Information includes, but is not limited to, proprietary information, trade secrets, know-how, formulas, financial information, data, sales information, business plans, forecasts, ideas, concepts, methods, techniques, projections, analyses, software, or system designs, specifications, documentation, discoveries, improvements, research or development, structure, protocols, vendor, customer, supplier or financial sponsor identities and characteristics, agreements, marketing knowledge and information including this Agreement.

SECTION 2. *

Unless expressly authorized in writing by Disclosing Party, Receiving Party agrees (i) to use the Confidential Information only in connection with evaluating a potential business relationship and/or in connection with a business arrangement, if any, entered into between the parties, (ii) to retain the Confidential Information in confidence, and to take all necessary precautions to protect such Confidential Information, including, without limitation, the segregation of the Confidential Information from the confidential materials of others and all other precautions Receiving Party employs with respect to its own confidential materials, and (iii) not to divulge any Confidential Information or any information derived therefrom to any third person.

SECTION 3. *

Receiving Party further agrees that it will not disclose Confidential Information to anyone other than those employees, agents, contractors, accountants, and attorneys (“Representative(s)”) with a need to know the Confidential Information and who have been informed of Receiving Party's obligations under this Agreement. At a minimum, Receiving Party shall inform each Representative of the confidential and proprietary nature of the Confidential Information and shall direct each Representative (i) to treat the Confidential Information confidentially, (ii) not to use the Confidential Information other than for the purposes described above, (iii) to return or destroy any such information immediately upon request by either the Receiving Party or Disclosing Party, and (iv) not to disclose the Confidential Information to anyone without Disclosing Party’s prior written consent. Receiving Party shall be responsible for any violation of these provisions by any of its Representatives.

SECTION 4. *

Receiving Party's obligation hereunder to hold Confidential Information confidential does not apply to information evidenced through written records that is: (i) published or otherwise becomes available to the general public through no act or failure to act on the part of Receiving Party, (ii) proprietary to Receiving Party at the time of disclosure, (iii) subsequently acquired by Receiving Party from a third party who, to Receiving Party’s knowledge after due inquiry, has a bona fide right to make such information available without restriction, or (iv) discovered by Receiving Party completely without reference to Confidential Information.

SECTION 5. *

In the event that Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party’s Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to permit the Disclosing Party to seek a protective order or other appropriate remedy from the proper authority. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further acknowledges that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

SECTION 6. *

Within ten (10) days after the conclusion of discussions, or upon demand by Disclosing Party, all Confidential Information of the Disclosing Party, produced or taken by Receiving Party shall be destroyed or returned to Disclosing Party. Destruction of materials containing Confidential Information shall be certified by an officer of Receiving Party if so requested by the Disclosing Party.

SECTION 7.

Unless renewed in writing, this Agreement shall continue for a period of two (2) years from the Effective Date. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person, or by United States mail, certified or registered, postage prepaid, return receipt requested, or otherwise actually delivered to the appropriate party at the address specified above. Furthermore, Receiving Party agrees not to contact directly or indirectly any director, officer, employee, representative, agent of Disclosing Party, except for its President, without the prior written consent of Disclosing Party.

SECTION 8. *

This Agreement and its validity, construction, effect, and performance shall be governed by the laws of the State of Colorado. This Agreement shall be binding upon the assigns and successors of each party. This Agreement is not assignable without prior written consent. In the event that any provision of this Agreement shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement shall be deemed to grant either party any license to the other party's intellectual property rights or to guarantee any future business relationship. This Agreement may not be amended except in writing. Furthermore, there are no understandings, agreements, or representations, expressed or implied, not specified herein.

ACCEPTANCE OF TERMS *

The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The Designer as sender and the client as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding and can be enforced in the same way as a written signature.

DATE *

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth below.

MM

DD

YYYY