ABC, INC., a Delaware corporation, having a principal place of business at 1 Protection Lane, Anywhere, USA, is desirous of entering into an agreement with XYZ, INC., a Delaware corporation, having a principal place of business at 1000 Oral Promises Boulevard, Somewhere Else, USA, concerning a program for the development of a proprietary widget. During this program, it is conceivable that certain secret, technical and proprietary information ("Confidential Information") will be disclosed. Both parties agree to treat any such information with the same degree of secrecy with which they treat their own proprietary information and further agree not to disclose any such information to a third party without the prior written consent of the other party. It is, however, understood that this obligation of secrecy will not apply to:

(a) information in the public domain at the time of disclosure as evidenced by printed publications, or which becomes part of the public domain by a publication or otherwise through no fault of the recipient;

(b) information which the recipient can demonstrate was in possession at or prior to the time of disclosure and not acquired directly or indirectly from the other party or any person, firm or corporation acting on that party's behalf; and

(c) information properly disclosed on a non-confidential basis by a third party after the disclosure covered hereby.

Upon written notice by the Providing Party or at the termination of this development program, the Receiving Party shall return to the Providing Party all materials, documents, photographs, and other writings constituting part of the Confidential Information and will not retain copies, extracts or other reproductions in whole or in part of such materials, documents or other writings.

Nothing herein shall be construed as granting any right or license under any existing patents owned or controlled by either party or any trade secrets of either party.

Any inventions conceived by either party during the development of this program shall be promptly disclosed to the other party; at which time a joint determination will be made as to whether the invention should solely belong to the party conceiving the invention or jointly to both parties.

ACCEPTED AND AGREED TO BY: