THIS NON-DISCLOSURE AGREEMENT is made this _12__ day of ____ 20___, between _______________________. ("Client") and C I Corporation (Recipient).   WITNESSETH:

WHEREAS, the Parties desire to enter into certain discussions regarding the conversion the Client's current database to _________________________(the "Discussions").

WHEREAS, in the course of such discussions it will be necessary for the Client to disclose certain proprietary confidential information and ideas relating to the Product, and its ideas and marketing plans, the secrecy of which is imperative to maintain;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is hereby agreed as follows:

1.  Information Defined.  For purposes of this Agreement, Information includes, but is not limited to, client or prospect names and addresses, reports, inventions, discoveries, improvements, developments, devices, tools, software, video, audio, multimedia productions, marketing programs, marketing concepts, marketing plans, marketing proposals, procedures, financial information, formula, processes, plans, samples, models, drawings, compilations, methods, designs, programs, techniques and specifications, oral or in writing or in some other form, relating to the Product, including, but not limited to, materials prepared for use on the Internet or apparatus, promotional ideas, books, articles, publications, practices, processes, formulas or products useful or related to the Product, whether furnished by Client, by another person to whom Client has furnished any Information, or obtained by Recipient through observations made by Recipient while reviewing or working with any Information.

2.  Confidentiality.  Recipient agrees to maintain as confidential all such Information heretofore or hereafter disclosed to it.  Recipient shall not, directly or indirectly, disclose any such Information to any third party without Client’s prior written consent, nor shall Recipient use any of such Information for its own benefit (except for the purpose of the discussions contemplated by this Agreement) or for the benefit of any third party.  The dissemination of such Information by Recipient within its own organization shall be limited to those employees and consultants of Recipient whose duties justify the need to know such Information, and then only on the basis of a written agreement with those employees and consultants specifying their obligations to maintain the confidentiality of such Information and restrict the use of such Information.

3.  Exclusions.  Recipient shall be under no obligation with respect to any of such Information which:
a.     Is now or hereafter comes into the public domain through no fault of Recipient; or
b.     Is disclosed to Recipient without restriction on disclosure by a third party who has the lawful right to make such disclosure.

4.  Return of Information.   Recipient shall return to Client, within ten (10) days of a written request therefore, all Information, together with any and all copies thereof made by Recipient.

5.  No Rights in Information.  Neither this Agreement nor the disclosure of Information by Client shall be deemed, by implication or otherwise, to vest in Recipient any rights in the Information, the Product or any other trade secrets or property of Client.

6.  Acknowledgment of Ownership and Protection.  Recipient acknowledges that Client owns the Information and has taken measures to prevent the Information from becoming available to persons other than those selected by Client to have access thereto for limited purposes.

7.  Breach.  The parties understand and agree that Client will disclose Information in reliance upon the agreements made herein by Recipient.  Any breach of any provisions hereof by Recipient cause irreparable harm and damage to Client.  Recipient hereby expressly agrees that Client shall be entitled to enjoin any actual or threatened violation of any of the provisions of this Agreement.  In addition to injunctive relief, Client may recover damages for any loss caused by any violation of any of the provisions of this Agreement.  This provision shall not, however, be construed as a waiver of any other rights which Client may have for damages or other relief.  In any action brought to enforce any of the provisions of this Agreement, Client shall be entitled to a reasonable attorney's fee and costs.

8.  Law. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Virginia.

9. The Client is submitting its database for C I Corporation to work on, and agrees to pay the quoted fee for the hours worked. The Client understands there are no refunds or charge backs for the time C I Corporation works on the Client's behalf.   The Client is hereby choosing CIC as the best investment to work on an hourly basis, not to exceed the quoted price. 

10.    Captions.  The captions and headings used throughout this Agreement are for each of reference only, and do not expand, limit or in any way affect the meaning or interpretation of any provision hereof.

11.    Severability.  Any provision hereof which may prove unenforceable under any law or by any court shall not affect the validity of any other provision hereof.

RECIPIENT: C I Corporation
By: _______________________________