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CONFIDENTIALITY AGREEMENT

By countersigning where indicated below, SAUL LARNER, Ph.D., LL.M. AND/OR HIS ASSIGNS hereafter referred to “Creator” and________________________, individually and as officer of ___________________________, hereinafter referred to as “Designee” acknowledge and agree that:

  1. Creator will disclose to Designee, certain information.
  2. Such information is not in the public domain or otherwise generally available to the public:
  3. Such information was developed by Creator at considerable cost and effort, is the exclusive confidential and proprietary information and property of the creator and will not be made available to persons other than those specifically designated by the creator.
  4. Such information could be of considerable value to the competitors of Creator   who could use it for their own projects.
  5. Designee, will not, without the  prior written consent of Creator which may be given or withheld in his sole, absolute and arbitrary discretion, disclose any such information for the account of Designee or with or for the account of others, and other persons who have a need for access to such information and except as may be required as a result of any legal process, in which case designee  will promptly notify the creator of such pending disclosure, consult with the other prior to such disclosure and co-operate with the other as to the advisability of seeking a protective order or other means of preserving the confidentiality of such information.
  6. Designee will not make or authorize or permit the making of, any duplicate copies of any materials containing such information without the prior written consent of the Creator...
  7. Promptly upon request, Designee will surrender to Creator all originals and copies of all materials containing such information, regardless of the reason for or circumstances surrounding the request.
  8. Without limiting the generality of the foregoing, Designee agrees to limit access to all such information to those persons who have a need for such access in order to assist in the sale or purchase of related financial products , and if requested by Creator . will cause all of such persons to execute the Agreement so as to become personally bound by its provisions.

Please indicate your agreement with the terms set forth above by countersigning this letter where indicated below and returning it to me:

ACKNOWLEDGED AND AGREED THIS:

____Day of _______, 2004

If an individual

_____________________________

If a corporation, partnership, limited
Liability company or other entity,

_____________________________
Name of Entity

_____________________________ 
By:  

COUNTERSIGNED BY:

______________________________ 
SAUL LARNER, Ph.D., LL.M.

DATE:________________________

  
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