TechVest Venture Acceleration

... since 1987

NonDisclosure Form Stair Step Red

Confidentiality/Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is executed this 17th day of February, 1998 by TechVest Ventures, Inc. with its principal place of business at 415 Pisgah Church Road 364, Greensboro, NC 27455 ("TechVest") in favor of _____________________, Inc. with its principal place of business at ____________________________________  ("the Company").

  1. For study and evaluation purposes, TECHVEST acknowledges that it may be furnished with or may otherwise receive or have access to information or material which relates to past, present or future products, software, research, development, inventions, processes, techniques, designs or technical information and data, marketing plans, business plans, financial statements, pro formas, and so on, relating to the business affairs and operations of the Company (the "Confidential Information") to possibly assist in the financing or management advisory of the Company.
  2. TECHVEST agrees not to disclose the confidential information or any discussions or contracts with the Company that have occurred or are intended, other than as provided for in the following section.
  3. It is acknowledged by TECHVEST that the Information to be furnished is in all respects confidential in nature, and that any disclosure or use of the same by TECHVEST, except as provided in this Agreement, may cause serious harm or damage to the Company, and its owners and officers. Therefore, TECHVEST agrees that TECHVEST will not use the information furnished for any purpose other than as stated above, and agrees that TECHVEST will not either directly or indirectly by agent, employee, or representative, disclose this information, either in whole or in part, to any third party; provided, however that (1) the Information furnished may be disclosed only to those directors, officers and employees of TECHVEST and to TECHVEST's advisors or their representatives who need such Information for the purpose of evaluating any possible transaction (it being understood that those directors, officers, employees, advisors and representatives shall be informed by TECHVEST of the confidential nature of such Information and shall be directed by TECHVEST to treat such Information confidentially, and (2) any disclosure of the Information mav be made to which the Company consents in writing.
  4. Neither party shall take or cause to be taken any physical forms of Proprietary Information (nor make copies of same) without the other party's written permission.
  5. The previously stated obligations do not apply to any information that (1) is publicly known; (2) is given to a party by someone else who is not obligated to maintain confidentiality; or (3) a party had already developed prior to the day this Agreement is signed, as evidenced by documents.
  6. Within 7 days after the close of the negotiations, TECHVEST will return to the Company all records, reports, documents, and memoranda furnished and will not make or retain any copy of them. 

I have carefully reviewed this contract and agree to and accept its terms and conditions.  I am executing this Agreement as of the day and year first written above.

TECHVEST INTERNATIONAL

____________________

Authorized Signature

__________________________________________

Name / Title