January, 1st 2000              

 

Mr.  Potential Investor 1234 

Washington Blvd, Door #1

Las Costa, CA 98953-4589  

 

Dear Mr. Potential Investor

                                           Re:   Confidentiality Agreement (this "Agreement")

 Ladies and Gentlemen:

                      In connection with your consideration of a possible transaction (the "Transaction") between Mr. Potential Investor located at 11234 Washington Blvd, Door #1,  La Costa, CA 98953-4589  (the “Interested Party”) and XYZ Corp. dba  James White Corporation (“JWC”), (the "Company"), Interested Party has requested certain information regarding the Company which is non-public, confidential and proprietary in nature.  In consideration of, and as a condition to, furnishing the Interested Party with such information and any other information (whether prepared by the Company, its advisors or otherwise, and whether communicated in writing or communicated orally) delivered to the Interested Party or its directors, officers, employees, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), agents or controlling persons (such affiliates and other persons being herein referred to collectively as "Representatives") by or on behalf of the Company in connection with the Interested Party's consideration of the Transaction (such information being herein referred to collectively as the "Evaluation Material"), the Company hereby requests the Interested Party's agreement as follows: .

                        1.         The Evaluation Material will be used solely for the purpose of evaluating the Transaction involving the Interested Party or its affiliates, and unless and until the Interested Party has completed such Transaction pursuant to a definitive agreement, such Evaluation Material will be kept confidential and will not be disclosed or otherwise used by the Interested Party or its Representatives, except that the Evaluation Material or portions thereof may be disclosed to those of the Interested Party's Representatives who need to know such information for the purpose of evaluating the Transaction (it being understood that prior to such disclosure those Representatives shall agree to keep such information confidential, shall be provided with a copy of this Agreement and shall agree to be bound by the terms hereof to the same extent as if they were parties hereto). The Interested Party agrees to be responsible for any breach of this Agreement by its Representatives and to take, at its sole expense, all reasonable measures (including, without limitation, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material.

 2.         The term "Evaluation Material" shall be deemed to include all confidential, proprietary or trade secret information relating to the Company, including without limitation, information regarding the Company's business operations, financial information and marketing strategies (whether or not such information is reduced in writing), and any notes, analyses, compilations, studies, interpretations or other documents prepared by the Interested Party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to the Interested Party or its Representatives pursuant hereto.  The term "Evaluation Material" does not include any information which (i) at the time of disclosure is generally available to and known by the public (other than as a result of its disclosure by the Interested Party or its Representatives), (ii) was available to the Interested Party prior to disclosure by the Company, provided that the person who was the source of such information was not known to the Interested Party or its Representatives to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to such information, or (iii) becomes available to the Interested Party on a non-confidential basis from a person other than the Company or its Representatives, provided that the source of such information was not known to the Interested Party or its Representatives to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to such information.  As used in this Agreement, the term "person" shall be broadly interpreted to include, without limitation, the media and any corporation, company, partnership, entity, group and individual.

                       3.         In the event that the Interested Party receives a request to disclose all or any part of the information contained in the Evaluation Material under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, the Interested Party agrees to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such information is required, exercise, at the Company's expense, the Interested Party's reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the information which the Company so designates.

                      4.         Unless otherwise required by law in the opinion of the Interested Party's counsel, neither the Interested Party nor its Representatives will, without the prior written consent of the Company, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Interested Party and the Company or any of its partners, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof and the fact that Evaluation Material has been made available to the Interested Party.

                      5.         If a Transaction is not consummated by the Interested Party, or if at any time the Company requests, the Interested Party will, at the Company's expense, promptly return to the Company all copies of the Evaluation Material in the Interested Party's possession or in the possession of its Representatives, and the Interested Party will destroy all copies of any notes, analyses, compilations, studies, interpretations or other documents prepared by the Interested Party or its Representatives which contain, reflect or are based upon Evaluation Material furnished pursuant hereto and direct its Representatives to do likewise