Confidentiality Agreement


THIS CONFIDENTIALITY AGREEMENT is made and entered into this _____ day

of _________, 20__, by Altfeld, Inc., in favor of__________________________(“Customer.”).


WHEREAS, in connection with certain business transactions and relationships between Altfeld, Inc. and the Customer, Altfeld, Inc. may from time to time have been provided and be provided access to certain confidential information relating to the Customer and the Customer’s business; and


WHEREAS Altfeld, Inc. recognizes, understands and accepts that the business of the Customer might be irreparably damaged if Altfeld, Inc. disclosed any such confidential information.


NOW THEREFORE, in consideration of the premises contained herein and for other goods and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:


            1.  NON-DISCLOSURE.


(a)   Access to Customer Confidential Information.  Altfeld, Inc. hereby acknowledges that in connection with the business relationships that it has or may in the future have with Customer, Altfeld, Inc. has and will or may be exposed to, and has and will or may have access to, certain data and information with respect to Customer, Customer’s operations and the Products and Services, that has not been publicly disclosed and is not a matter of common knowledge and which in each case will be limited to data and information that is specifically designated as being confidential information by way of stamp or other notation thereon (collectively, the “Customer Confidential Information”).


(b)  Agreement Not To Disclose.  Except as set forth in Section 1(c) below, Altfeld, Inc. agrees that it shall not, without prior written consent of Customer, at any time, divulge, disclose, or communicate any of the Customer Confidential Information to any third person, partnership, joint venture, company, corporation, entity or other organization, or use the Customer Confidential Information for any purpose or in any manner other than in connection with the business transactions entered into between Altfeld, Inc. and the Customer.


(c)   Exceptions.  Notwithstanding Section 1(b) above, Altfeld, Inc. shall be entitled to disclose Customer Confidential Information if such Customer Confidential Information:


(i)             was already known to or otherwise in the possession of Altfeld, Inc. prior to the disclosure to Altfeld, Inc. by Customer;


(ii)           was already publicly available or otherwise comes into the public domain prior to the date of this Agreement;


(iii)          becomes publicly available or otherwise in the public domain by means other than as a result of acts by Altfeld, Inc. in violation of this Agreement; or


(iv)          is required to be disclosed by the Altfeld, Inc. pursuant to judicial action or governmental regulations or other requirements, provided the Altfeld, Inc. has notified Customer prior to such disclosure and reasonably cooperates with Customer in the event Customer elects to legally contest and avoid such disclosure.


2.     RIGHT TO DISCLOSE.  Notwithstanding anything in this Agreement to the contrary, Customer represents and warrants that it may rightfully disclose or make available the Customer Confidential Information to Altfeld, Inc. without violation of any contractual, legal, fiduciary or other obligation to any person, and Customer agrees to indemnify and hold harmless in full Altfeld, Inc. against any and all damages, costs and expenses of any nature whatsoever (including but not limited to attorney’s fees) incurred by Altfeld, Inc. as a result of any untruth of such representation or the breach by Customer of such warranty.


3.     SPECIFIC PERFORMANCE.  The parties hereto agree that damages at law will be an insufficient remedy to the Customer in the event that the covenants of the Agreement are violated and that, in addition to any remedies or rights that may be available to Customer, Customer shall also be entitled, upon applications to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of this Agreement.


4.     RETURN OF PROPERTY.  Altfeld, Inc. agrees to return to Customer all furnished Customer Confidential Information, upon Customer’s written request therefore, and in such event, any reports, memoranda or other materials prepared by Altfeld, Inc or at its direction containing or otherwise reflecting Customer Confidential Information shall be destroyed.



5.     NO RIGHTS IN DEVELOPED PRODUCTS OR INFORMATION.  It is understood and agreed that as a result of the business transactions between the parties hereto, Altfeld, Inc. may develop for Customer and/or provide Customer access to products and/or information which utilize or work with Customer Confidential Information.  Customer agrees that any such products and/or information which is developed by Altfeld, Inc. for use by Customer or made available to Customer by Altfeld, Inc. and any and all rights therein (including without limitation rights to copyrights and trademarks and/or copyright and trademark applications) shall be the sole property of Altfeld, Inc. and may be utilized by Customer only if and to the extent provided for by way of a separate written agreement between parties.


6.     INDEMNIFICATION.   Altfeld, Inc. agrees that Altfeld, Inc. will indemnify  Customer in respect to any and all claims, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) resulting from or arising out of any breach of this Agreement with Altfeld, Inc..


7.     ARBITRATION OF DISPUTE. This Agreement shall be interpreted under the laws of the State of California (except that if any choice of lay provision under California law would result in the application of the law of another state, such provision shall not apply).  Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and of full force and effect, but if any provision of the Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of the Agreement. This Agreement may be executed in one or more counterparts and all of such counterparts together shall constitute one and the same instrument.  The parties shall make a good-faith effort to settle any dispute or claim arising under this agreement.  If the parties fail to resolve such disputes or claims, they shall submit them to arbitration under the rules of the American Arbitration Association then in effect.  Judgement on arbitration awards may be entered by any court with appropriate jurisdiction.


IN WITNESS WHEREOF, this Agreement has been signed by the duly authorized officers of the parties on the date first above written.


Accepted:         By: ____________________________________              __________

                                  Jim Altfeld, President   Altfeld, Inc.                                Date


____________________________ (The Customer)


By: ____________________________________                                     ___________      






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