NON-DISCLOSURE AGREEMENT

In consideration of GranDesign’s presentation of its software program, and the opportunity to explore a business opportunity in connection with this software, ______________________ (“Customer”) understands GranDesign, LLC, may disclose to Customer other certain confidential technical and business information which GranDesign desires Customer to treat as confidential. Customer agrees to the following:

“Confidential Information” means any information disclosed by GranDesign, as defined herein, to the Customer or its Representatives, either directly or indirectly, in writing, orally, in machine readable form, or by inspection of tangible objects (including without limitation documents, computer access to software, internet interfaces with software, computer code, files and/or disks, prototypes, samples and equipment), which has value because it is not generally known and GranDesign uses reasonable efforts to protect it as confidential, whether or not designated as “Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information disclosed to GranDesign by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by GranDesign; (ii) becomes publicly known and made generally available after disclosure by GranDesign through no action or inaction of Customer; (iii) is already in possession of Customer at the time of disclosure by GranDesign as shown by Customer’s file and records immediately prior to the time of disclosure; (iv) is obtained by Customer from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by Customer without use of or reference to GranDesign’s Confidential Information, as shown by documents and other competent evidence in Customer’s possession; or (vi) is required by law to be disclosed by Customer, provided that Customer gives GranDesign prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

“Representatives” means all employees, agents, consultants, officers and/or directors, financial advisors, including without limitation investment bankers and accountants, and legal advisors of Customer.

Non-use and Non-disclosure. Customer agrees not to use any Confidential Information of GranDesign for any purpose except to evaluate and engage in discussions concerning a potential business relationship with GranDesign. Customer is responsible for causing its Representatives to be aware of their obligations and legal restrictions under this Agreement. Customer shall not reverse-engineer, disassemble or de-compile any prototypes, software or other tangible objects which embody GranDesign’s Confidential Information and which are provided to Customer hereunder.

Maintenance of Confidentiality. Customer agrees that it shall use its best efforts to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information of GranDesign.

No Obligation. Customer acknowledges that nothing herein shall obligate either Customer or GranDesign to proceed with any transaction between them, and both Customer and GranDesign reserve the right, in either party’s sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

No Warranty. All Confidential Information is provided “as is.” Customer understands that GranDesign makes no warranties, express, implied, or otherwise, regarding its accuracy, completeness or performance.

Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by GranDesign to Customer, and all copies thereof which are in the possession of Customer, shall be and remain the property of GranDesign and shall be promptly returned to GranDesign upon GranDesign’s request at any time. Also, upon such request by GranDesign, Customer shall promptly destroy all documents and other tangible objects, including without limitation files, memoranda, notes, computer programs, computer disks and/or any compilations containing any Confidential Information.

No License. Customer understands and acknowledges that nothing in this Agreement is intended to grant Customer a license, any rights under any patent, or mask work right or copyright of GranDesign, nor shall this Agreement grant Customer any rights in or to the Confidential Information of the GranDesign except as expressly set forth herein.

Term. Customer understands that the obligations hereunder shall survive until such time as all Confidential Information of GranDesign disclosed hereunder becomes publicly known and made generally available through no action or inaction of Customer and/or the expiration of three years after execution of this Agreement, whichever first occurs, except any Confidential Information that constitutes a trade secret shall be protected hereunder so long as such information remains a trade secret.

By affixing its signature to this Agreement, Customer represents and warrants that the person affixing his or her signature is duly authorized to sign this Agreement on behalf of Customer, and Customer has read and understood the foregoing, and agrees to comply with the terms set forth herein.

On behalf of
________________________________________ 

Confirmed and Agreed by: 

________________________________________

Name:
________________________________________

Title:
________________________________________