This bi-directional agreement is between <Your Name> (Vendor) and <Other Party Name> (Business Associate) for the purpose of defining conditions of confidentiality and non-disclosure. Vendor is providing Business Associate Proprietary information about its products and related materials (Information). This Proprietary information is disclosed in the strictest confidence and solely for the purpose of doing business together.

Business Associate recognises the proprietary and confidential nature of the Proprietary information and Vendor's sole and exclusive rights to its own Proprietary Information, further recognises the value and importance of keeping Proprietary information confidential and agrees to keep, maintain and protect the confidentiality of the Propriety Information with at least the same vigour and effort used to protect any Proprietary information in Business Associate's own business. Further, Business Associate specifically agrees not to duplicate, in any manner, the Proprietary Information or to disclose it to any third party other than for need to know purposes for which Vendor is disclosing this Proprietary Information.

Business Associate agrees not to use the Proprietary information or the proprietary concepts therein for any other purpose than the purposes for which Vendor is disclosing the Proprietary Information. This provision of the Agreement shall survive the termination of any working relationship established in connection with the current discussions.

Business Associate further agrees to return all materials from or relating to the Proprietary information upon Vendor's request.

Proprietary information includes, but is not limited to, trade secrets, processes, formulae, specifications, programs, software packages, technical know-how, methods and procedures of operation, business or marketing plans, proposals, licensed documentation and financial performance.

This agreement shall commence from the date of both parties signing this document. After 12 months either party can request termination of this agreement and the agreement will terminate 12 months after a termination date is agreed by both parties.

Notwithstanding the foregoing, Proprietary information shall not include information which:

1. is at the time of disclosure, or thereafter becomes, a part of the public domain through no act of omission of Business Associate; or

2. was in Business Associate's lawful possession as shown by written records prior to the disclosure and had not been obtained by Business Associate either directly or indirectly from Vendor; or

3. is hereafter lawfully disclosed by a third party who did not acquire the information directly or indirectly from Vendor.