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CUSTOMER CONFIDENTIALITY AGREEMENT



This Confidentiality Agreement (the "Agreement") is made and effective the [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:[YOUR COMPLETE ADDRESS]


AND:  [CUSTOMER NAME] (the "Customer"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:[COMPLETE ADDRESS]


In consideration of the mutual covenants contained in this agreement, the parties agree as follows:


FUNCTIONAL DOCUMENTATION

In order to provide Customer an opportunity to review the Company's System as a potential system for automation of its functions, the Company will deliver substantial functional documentation including a functional overview, screen layouts, report layouts and other associated documentation.


CONFIDENTIAL INFORMATION

The Company considers these materials to be confidential and proprietary. Therefore, as a prerequisite to delivery, the Customer acknowledges that (1) the materials will be retained on its premises at the above address, and will not be moved without the express written consent of Company, (2) it will use reasonable means, not less than that used to protect its own proprietary information, to safeguard the materials; (3) it will not show or otherwise disclose any portion of the materials or their contents to any one other than its employees in connection with its review of the System as a potential system for automation of its functions; in particular, it will not show or otherwise disclose the contents to independent contractors or consultants; (4) it will make no copies of the materials, and (5) it will return all materials upon the completion of its review, or promptly upon the Company's written request.


IN WITNESS WHEREOF, Company and Customer have executed this agreement at [DESIGNATE PLACE OF EXECUTION] on [DATE].


COMPANY            CUSTOMER

                          
Authorized Signature          Authorized Signature

                          
Print Name and Title          Print Name and Title

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