LETTER-AGREEMENT RE NON-DISCLOSURE

___ date _______

MS. XYZ

___________________

___________________

Subject: Non-Disclosure Agreement

Dear Ms. XYZ:

As you perform due diligence on the possible acquisition of _________________, you will have access to and be entrusted with trade secrets and information which is confidential and proprietary to ________________________. This information includes data, concepts and ideas developed and researched at considerable expense and time by _____________________, as well as information regarding the business, methods, technology, clients, customers, and finances of _________________________. You will also have access to and be entrusted with trade secrets and information furnished to _________________________ by its clients, customer, and/or business associates which is of confidential nature and in respect of which ___________________________ has an obligation to keep confidential.

Both during and after the period of performing due diligence:

(1) You will keep any and all such information confidential and secret; You will not divulge or suggest to any person whatsoever any and all such confidential information;

(2) You will use your best endeavors to prevent the publication or disclosure of any and all such confidential information.

If you agree to the terms above, please affix your signature below.

Sincerely,

ABC

Conforme:

____________________________

XYZ