CONFIDENTIALITY AGREEMENT

(Insert Name)

Attention:

Re: Confidentiality Agreement

Gentlemen:
You have requested information from ________________________ (the "Company") in connection with our consideration of a possible transaction involving you and the Company. Because we are furnishing such information to you, we are requiring that you agree, as set forth below, to treat confidentially such information, and any other information we or our agents furnish to you, whether furnished before or after the date of this letter (collectively, the "Confidential Material").

You agree that the Confidential Material will be used only for purposes of considering the transaction referred to in the first paragraph of this letter and will not be used by you in any way detrimental to the Company. You also agree that the Confidential Material will be kept confidential by you and your agents; provided, however, that (I) any of such information may be disclosed to your officers, directors, general partners, employees, counsel, investment bankers and other of your representatives who need to know such information for the purpose of evaluating a possible transaction between us (it being understood that you will direct such officers, directors, general partners, employees, counsel, investment bankers and other representatives to treat such information confidentially), and (2) any disclosure of such information may be made to which the Company consents in writing.

Without the prior written consent of the Company, you will not, and will direct your officers, directors, general partners, employees, counsel, investment bankers and other representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. The term "person" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, company, group, partnership or individual.
In the event that you or any of your affiliates or agents are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Confidential or similar process) to disclose any Confidential Material, it is agreed that you will cooperate with the Company and provide it with prompt notice of such request(s) so that the Company may seek an appropriate protective order and/or waive compliance by you with the provisions of this agreement. If, in the absence of a protective order or he receipt of a waiver hereunder, you or your affiliates or agents
are nonetheless in the opinion of your counsel, legally required to disclose Confidential Material to any tribunal or else stand liable for contempt or suffer other censure or penalty, you may disclose such information to such tribunal without liability hereunder.

You hereby acknowledge that the Confidential Material is being furnished to you in consideration of your agreement

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