MUTUAL NON-DISCLOSURE AGREEMENT

This MUTUAL NON-DISCLOSURE AGREEMENT (the ‘AGREEMENT’) made this Effective Date, Year (the “Effective Date”) between (‘Software Genesis’) and Client (‘Client’).

RECITALS

1	Software Genesis and Client have each developed certain confidential and proprietary information (“Software Genesis’s Confidential Information” or “Client’s Confidential Information”) including, but not limited to financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives, locations and customer information.
2	In order to discuss the pursuit of a business relationship, Software Genesis and Client recognize the need for disclosure of Software Genesis’s Confidential Information to Client, and of Client‘s Confidential Information to Software Genesis.
3	Software Genesis is willing to disclose its Confidential Information to Client and Client is willing to disclose its Confidential Information to Software Genesis pursuant to the terms and subject to the conditions of this Agreement.

FOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement, Software Genesis and Client (individually a “Party” and collectively the “Parties”) agree as follows:

Section 1. Confidentiality of Information.  
(a) Each party acknowledges that all Confidential Information which has or will come into its possession or knowledge after the Effective Date in connection with business discussions, conferences or other activities in pursuit of a business relationship between Software Genesis and Client:

i	is proprietary to the disclosing party, having been designed developed or accumulated by the disclosing party at a great expense and over lengthy periods of time and

ii	is secret, confidential and unique, and constitutes the exclusive property of the disclosing party.  Each party acknowledges that any disclosure of the other’s Confidential Information other than for the benefit of the other party will be wrongful and will cause irreparable injury to the other and, therefore, each party agrees to hold the other’s Confidential Information in strictest confidence and not to make use of it other than for the benefit of the other party. 

b	Information shall be deemed “Confidential Information” and shall be subject to the terms of this Agreement if:

i	the party to which such information is being disclosed is notified that the information is confidential or proprietary prior to its disclosure; or

ii	information in a tangible form is labeled as confidential or proprietary prior to its disclosure; or

iii	the party to which such information is being disclosed knows that such information is confidential or would be reasonable expected to understand the confidential or proprietary nature of such information.

Section 2. Non-Disclosure to Third Parties.
Neither party shall communicate the other’s Confidential Information in any form to any third party without the other party’s prior written consent and each party shall use its best efforts to prevent inadvertent disclosure of the other’s Confidential Information to any third party.  Any Confidential Information disclosed to a third party pursuant to this Section shall be provided pursuant to a non-disclosure agreement between the party providing the information and the third party, which non-disclosure agreement shall substantially conform to this Agreement.

Section 3. Authorized Disclosure.
The parties acknowledge that in order to enable them to discuss pursuit of a business relationship each may be required to disseminate the other party’s Confidential Information to various of its employees.  Each party undertakes to cause any of its employees to whom such Confidential Information is transmitted to be bound to the same obligation of secrecy and confidentiality to which the parties are bound under this Agreement.

Section 4. Survival of Terms.
The obligations of this Agreement shall terminate with respect to any particular portion of a party’s files prior to receipt from the other party:

i	if either party can show that the Confidential Information received from the other is or has become generally available to the public through no violation of the terms of this Agreement:

ii	if either party can show that such Confidential Information is in a written record in such party’s files prior to receipt from the other party:

iii	 if either party at any time lawfully obtains such Confidential Information in writing from a third party under circumstances permitting its disclosure:

iv	if such Confidential Information is disclosed with the prior written consent of the party to whom such Confidential Information belongs, provided that any disclosure complies in all respects with the terms of such written consent: or

v	if such Confidential Information is disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law: provided that the party to whom such Confidential Information belongs shall be given written notice prior to such disclosure and such disclosure shall  be permitted only to the extent required by law.

Otherwise, the obligations of this Agreement with respect to either party’s Confidential Information shall terminate on the later of (I) three (3) years after the Expiration Date (or earlier termination date) of this Agreement as set forth in Section 5 hereof, or (II) in the event there are any contracts or agreements between the parties which are entered into in connection with information disclosed under this Agreement, three (3) years after the date of termination or expiration of all such contracts and agreements between the parties.

Section 5. Extent of Agreement. 
(a)  This Agreement shall govern all communications between Software Genesis and Client that are made from the Effective Date of this Agreement through and including the date which shall be three (3) years from the Effective Date of this Agreement (the “Expiration Date”). Notwithstanding the Expiration Date, the parties agree that in the event of any breach of this Agreement by a party, the injured party shall have the right to immediately terminate this Agreement.

(b) This Agreement is not an agreement by either party to enter into any business relationship with the other or to procure any product or service from the other.  Any agreement for such business relationship, purchase or other procurement shall be at the discretion of the parties and shall be evidenced by separate written agreements executed by the parties.

Section 6. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of Ohio.

Section 7. Injunctive  Relief.
In addition to and not in lieu of the right to terminate as provided in Section 5. The parties agree that in the event of any violation or threatened violation of this Agreement the injured party shall be authorized and entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising from such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies or law or in equity to which the injured party may be entitled. 

Section 8. Valid Agreement.
Both parties acknowledge that this Agreement is valid and legally binding and has been executed by an  authorized representative, and each party confirms and ratifies the terms and conditions herein.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

                  Client	Software Genesis, Inc.

By:_________________________________                       By:___________________________________
Title:_______________________________	         Title:_________________________________
	(“Client”)	 (“Software Genesis”)