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THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into on 00/00/2001, by and between COMPANY., and SCERDAMTE.
WHEREAS, (COMPANY) possesses certain confidential proprietary information; and WHEREAS, in connection with the pursuit,
evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction between SCERDAMTE and
(COMPANY) (collectively, the "Business Purposes"), confidential proprietary information of (COMPANY) may become available to SCERDAMTE. WHEREAS, (COMPANY) desires to prevent the unauthorized use and disclosure of its confidential proprietary
information. NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, Receipt of which
is hereby acknowledged, the parties agree as follows to treat all information provided by (COMPANY) as confidential and proprietary
under the terms and conditions of this agreement
  1. "Propiertary Information". For purposes of this agreement shall mean all written or graphical information:
    A.) Designs
    B.) Drawings
    C.) Specifications
    D.) Blueprints
    E.) Customer Information
    F.) Pricing
    G.) Technology
    provided to SCERDAMTE by (COMPANY), including any such information viewed at(COMPANY'S) offices, plant or any other
  2. "Confidential Information". For purposes of this Agreement, Confidential Information shall mean all proprietary information.
All Proprietary Information disclosed by (COMPANY) shall be received and treated by SCERDAMTE on a confidential and
restricted basis. SCERDAMTE shall not make copies of any Proprietary Information without (COMPANY'S) prior written consent.
Upon demand by (COMPANY), SCERDAMTE shall immediately return all Proprietary Information including all scanned, copied or
electronic reproductions.
SCERDAMTE promises and agrees to receive and hold theConfidential Information in Confidence. Without limiting the
generality of the foregoing, SCERDAMTE further promises and agrees:
  1. to protect and safeguard the Confidential Information againts unauthorized use, publication or disclosure
  2. not to use any of the Confidential Information except for the Business Purposes.
  3. Not to, directly or indirectly, in any way, reveal, report publish, disclose transfer or otherwise use any of the
    Confidential Information except as specifically authorized by (COMPANY) in accordance with this Confidentiality
The confidentiality obligations hereunder shall not apply to Confidential Information which:
  1. Is, or later becomes, public knowledge other than by breach of the provisions of this Agreement;
  2. Is in the possession of SCERDAMTE with the full right to disclose prior to its receipt from (COMPANY).
  3. Is independently received by SCERDAMTE from a third party, with no restrictions on disclosure.
  4. Is approved for release or disclosure in writing by (COMPANY)
Scerdamte agrees to indemnify (COMPANY) againts any and all losses, damages, claims, or expenses incurred or
suffered, as determined by a court of competent jurisdiction, by (COMPANY) as a result of SCERDAMTE'S intentional
breach of this Agreement.
This Agreement shall commence on the date first written above. SCERDAMTE'S right to use the Confidential Information
in connection with the Business Purposes until (COMPANY) provides SCERDAMTE with written notice of termination of
such right. N otwithstanding the foregoing, SCERDAMTE'S obligations with respect to the Confidential Information here
under shall continue in full force and effect until further notice from (COMPANY).
This agreement shall be binding upon the parties and their successors and assigns.

Signed this____day of__________, 20____.

Scerdamte COMPANY

By:________________________________ sign By:________________________________ sign