THIS AGREEMENT, made and entered into as of this _______day of ___________, ______ by and between __________________, having its principal office at ___________________________________,hereinafter "Company" and E-Quiver, Inc., having its principal office at Columbus, Ohio, hereinafter "E-Quiver", establishes the terms and conditions under which the parties agree to exchange or disclose certain information, some of which may be confidential and proprietary and subject to the restrictions on use and disclosure that are expressed in this Agreement.

WHEREAS, the parties contemplate furnishing to or acquiring from each other data, services, or goods with the potential that the parties may do business together, and

WHEREAS, certain confidential and proprietary technical, financial, business or other information, including but not limited to reports, plans, documents, drawings, machines, writings samples, tools, models, software, materials, and know-how may be disclosed between the parties orally or in writing.

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Company has developed certain information, some of which it considers to be confidential and proprietary information not publicly announced or disclosed, that relates to: ________________________________________________________.
   Company agrees to make a limited disclosure of this information to E-Quiver solely for the purpose of: ________________________________________________________.
2. E-Quiver has developed certain information, some of which it considers to be confidential and proprietary information not publicly announced or disclosed, that relates to:  _________________________________________________________.
   E-Quiver agrees to make a limited disclosure of this information to company solely for the purpose of: __________________________________________________________.
3. The parties hereby agree that all Information (written, oral or otherwise) is presumed to be nonconfidential and non-proprietary, unless it is clearly marked otherwise. Only information that is marked "CONFIDENTIAL" or "PROPRIETARY" ("Confidential Information") shall be identified as proprietary at the time of disclosure and confirmed in writing as being confidential by the disclosing party within fifteen (15) days of such disclosure.
4. The parties hereby agree that all Confidential Information disclosed under this Agreement, unless written consent is otherwise granted by the disclosing party, shall continue to be maintained in confidence for a period of five (5) years from the date of disclosure and shall be used solely in connection with the obligations undertaken in this Agreement.
5. The parties hereby agree that the obligations imposed upon either party herein shall not apply to Confidential Information which:
   1. is or becomes publicly known through no wrongful act of the receiving party; or
   2. was in the public domain at the time it was disclosed to the receiving party; or
   3. was known to the receiving party at the time it was disclosed; or
   4. is or was rightfully received from another without any breach of this Agreement; or
   5. is independently developed by the receiving party; or
   6. is approved for release by prior written authorization of the discloser; or
   7. is required by operation of law to be disclosed.

   The party seeking to establish such an exception has the burden of proving it with written documentation.

1. Access to all Confidential Information shall be restricted to those employees and persons in the receiving party’s immediate organization (excluding parent corporations, subsidiaries, etc.) having a need to know to perform services specifically requested by one party or the other to fulfill the purpose of this Agreement. Such employees or persons shall be notified of the proprietary nature of such Confidential Information, and the receiving party shall use the same degree of care as it employs with its own Confidential Information, but in all events shall use at least a reasonable degree of care.
2. Reasonable care to protect the Confidential Information shall include security at receiver’s facilities, limiting access to a need to know basis, employee confidentiality agreements, employee identification and education as to the need for security and confidentiality, etc.

1. Nothing contained in this Agreement shall be construed as granting any license of rights under any intellectual property, including, but not limited to, patents, trademarks, copyrights, mask works in semiconductor chips or other proprietary information.
2. No furnishing of Confidential Information and no obligation hereunder shall obligate either party to enter into any further Agreement or negotiation with the other, or to refrain from entering into an agreement or negotiation with any other party which does not breach any of its obligations under this Agreement.

4. Termination

All copies, regardless of the medium, evidencing any and all disclosed Confidential Information shall be returned by the receiving party to the disclosing party upon written request by the disclosing party. The receiving party shall certify in writing that it has returned (or destroyed as in the case of fixation in computer storage mediums) all copies of the Information in its possession.

The obligations of Paragraphs 1-4, except as otherwise provided in Paragraphs 1.D and 1.E, shall remain in effect and bind the heirs, successors, assignees, and legal representatives of each party to this Agreement for a period of five (5) years after the expiration or termination of this Agreement.

The parties agree that any disputes or questions arising under this Agreement, including the construction and application of this Agreement, shall be settled in a court of law with proper jurisdiction being Ohio.

1. This Agreement constitutes the entire agreement between the parties, superseding any and all prior or contemporaneous oral or written representations, communications, understandings or agreements with regard to the subject matter hereof.
2. Any and all modifications or amendments to the Agreement must be in writing and signed by both parties.
3. Each party acknowledges that this Agreement is a valid and legally binding obligation that has been executed by an authorized representative.
4. This Agreement is governed by and construed in accordance with the laws of the State of Ohio.
5. A copy of this Agreement transmitted via facsimile, bearing the signature of one or both parties shall be deemed to be of the same legal force and effect as an original of the Agreement bearing such signature(s) as originally written by such one or both parties.