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Non-Disclosure Agreement


Agreement made ________, 2002, between ______________________________________, a Corporation organized and existing under the laws of the State of ___________________, with its principal place of business at ____________________________________________________, herein referred to as Corporation, and Dayton Associates, a sole proprietorship, with its principal place of business at 477 123rd Place NE, Bellevue, Washington, herein referred to as Consultant.

CONFIDENTIAL AND PROPRIETARY INFORMATION

Each party acknowledges and agrees that any and all information concerning the other's business is "Confidential and Proprietary Information", and each party agrees that it will not permit the duplication, use or disclosure of any such "Confidential and Proprietary Information" to any person (other than its own employee, agent or representative who must have such information for the performance of its obligations hereunder), unless such duplication, use or disclosure is specifically authorized by the other party. "Confidential and Proprietary Information" is not meant to include any information which, at the time of disclosure, is generally known by the public or any competitors of the parties to this Agreement.

  1. Any modifications or addendum to this contract shall only be made in writing. Such modifications or addendum will not become valid until signed by all parties to this Agreement.

  2. This Agreement shall be governed by the laws of the state of Washington.

  3. If either Corporation or Consultant employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover attorney's fees.

  4. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding any such illegality or lack of enforceability, this Agreement shall remain in full force and effect and such term or provision shall be deemed to be deleted.

Corporation: ______________________________ Date: _________________

Consultant: _______________________________ Date: _________________





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