Confidentiality Agreement (Pro-Recipient Oriented)

This CONFIDENTIALITY AGREEMENT (the "Agreement") is by and between (hereinafter "Disclosing Party"), and the undersigned potential recipient of confidential information (hereinafter "Recipient").

WHEREAS, Recipient has requested information from Disclosing Party in connection with consideration of a possible transaction or relationship between Recipient and Disclosing Party.

WHEREAS, in the course of consideration of the possible transaction or relationship, Disclosing Party may disclose to Recipient confidential information concerning Disclosing Party and its activities.

THEREFORE, the parties agree as follows:

1. Definitions. For purposes of this Agreement, "Confidential Information" shall include all confidential information or confidential material that is disclosed to Recipient by Disclosing Party that has commercial value or other utility in the business of Disclosing Party, and that is marked or clearly identified as "confidential." For purposes of this Agreement, the term "Representative" shall include Recipient's directors, officers, employees, agents, potential funding sources, affiliates, partners, accountants, consultants and financial, legal, and other advisors.

2. Exclusions. Confidential Information does not include information that: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, known to the public; (c) is rightfully obtained by Recipient from a third party, without Recipient's knowledge of a breach of any obligation to Disclosing Party; or (d) is independently developed by Recipient without use of or reference to the Confidential Information.

3. Confidentiality. Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in paragraphs 4 and 5 of this Agreement, and shall hold and maintain the Confidential Information in confidence pursuant to the terms of this Agreement.

4. Permitted Disclosures. Recipient may disclose Disclosing Party's Confidential Information to Recipient's Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Disclosing Party and only if such Representatives are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written confidentiality agreement or by a legally enforceable....