Biancaswebsites

Please print this letter out, fill in the information at the bottom and then , send it to the address below

Biancaswebsites.com

NON-DISCLOSURE AGREEMENT

THIS IS AN AGREEMENT made by and between _ _ ________, a _ _ ____________________________________ having a principal place of business at

,____and ____Biancaswebsites_____, a ___Website Development Company_____ having a principal place of business at _7384 N. Chadwick RD Glendale, WI 53217_______________________, relating to a disclosure of confidential information by each party to the other.

Under this agreement:

1. ________________________________________ shall be a “Disclosing Party” with respect to the following “subject and purpose of the disclosure”:

______________________________________________________________

2. ____ Biancaswebsites _____ shall be a “Disclosing Party” with respect to the following “subject and purpose of the disclosure”:

______________________________________________________________

3. Each party shall be a “Receiving Party” with respect to the disclosure of confidential information from the other party. If not listed above, each individual signing this agreement also shall be individually bound as a Receiving Party.

As used herein, “Confidential Information” shall mean any information and data of a confidential nature, including but not limited to proprietary technical, marketing, operating, performance, cost, know-how, business and process information, computer programming techniques, and all record bearing media containing or disclosing such information and data which is disclosed by the Disclosing Party to the Receiving Party orally or in writing and which relates to the above subject and purpose of the disclosure.

The Receiving Party understands that the Confidential Information received from the Disclosing Party is regarded by the Disclosing Party as valuable and, in consideration thereof, of the Disclosing Party's undertaking to disclose the Confidential Information and of the mutual promises herein, the Receiving Party AGREES AS FOLLOWS:

1. To use the received Confidential Information only for the above purpose, to not reproduce the Confidential Information, and to hold in confidence and protect the Confidential Information from disclosure to and use by anyone not a party to this agreement.

2. That all Confidential Information in the form of record bearing media shall be returned to the disclosing party hereof promptly upon its request.

The term Confidential Information, as set forth in this agreement, shall not include information which, according to tangible evidence:

1. Becomes available to such Receiving Party from a source, other than the other party to this agreement, who has no obligation of secrecy with respect to information;

2. Is developed independently by such party; or

3. Is within, or later falls within, the public domain without breach of this agreement by such Receiving Party.

Each Receiving Party may disclose Confidential Information received from the Disclosing Party to its officers and employees, provided that such Receiving Party advises such persons of the confidential nature of such information and of the terms of this agreement, and the Receiving Party with respect to such Confidential Information shall be responsible for breach of this agreement by such party's officers, employees, agents, representatives and consultants.

The standard of care for protection of Confidential Information which shall be imposed on the Receiving Party will be that degree of care that the Receiving Party uses to prevent disclosure, publication, or dissemination of its own confidential information; or, if no such standards exists, then the standard shall be that of the Disclosing Party.

Neither Receiving Party shall be liable for the inadvertent or accidental disclosure by it of Confidential Information if such disclosure occurs despite the exercise of the same degree of care as such party normally takes to preserve its own such Confidential Information; and, if no such standard exists, then the standard shall be that of the Disclosing Party of such Confidential Information.

If either Receiving Party is requested or is required (by oral questions, interrogatories, subpoena or similar process) to disclose any Confidential Information of the Disclosing Party, the Receiving Party will promptly notify the Disclosing Party of such request so that the Disclosing Party may seek an appropriate protective order or waive compliance with this agreement. Receiving Party shall cooperate with the Disclosing Party in seeking any protective order. If in the absence of a protective order or receipt of a waiver under this agreement, the Receiving Party is nonetheless, in the opinion of it counsel, compelled to disclose Confidential Information of the Disclosing Party or else be liable for contempt or other censure, the Receiving Party may disclose such Confidential Information without liability under this agreement.

Each Receiving Party acknowledges that the nature of the Confidential Information of the Disclosing Party is such that the Disclosing Party could not be fully compensated by money damages for breach of this agreement. In the event of such breach, in addition to any other rights and remedies available at low or equity, the Disclosing Party shall be entitled to seek such equitable relief as is appropriate, including, without limitation, an injunction to be issued by a court of competent jurisdiction enjoining or restraining the Receiving Party from committing any breach of its obligations under this agreement.

The Receiving Party shall maintain the Confidential Information in confidence in accordance with the terms of this agreement for a period of two years from the date of receipt of such Confidential Information.

Either party upon thirty (30) days notice in writing to the other party may terminate this agreement with respect to disclosures made thereafter. The rights and obligations hereunder of both parties as to disclosures made prior to any such termination within the terms of this agreement shall remain as specified herein.

Neither the Confidential Information nor the act of disclosure thereof shall constitute a grant of any license under any trademark, patent or copyright or application for same, nor shall they constitute any representation, warranty, assurance, guarantee or inducement by either party with respect to the infringement of any trademark, patent, copyright or any right of privacy, or any right of third persons.

This agreement shall be governed by and construed under the laws of the State of Wisconsin.

This agreement constitutes and expresses the entire agreement and understanding between the parties hereto in reference to all matters herein referred to; all previous discussions, promises, representations and understandings relative thereto, if any, had between the parties hereto, being herein merged.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed on the dates set forth under their names affective as of ________________________.