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THIS AGREEMENT (the "Agreement") is entered into on this

day of

by and between

located at

the "Disclosing Party"), and

with and address at

(the "Recipient" or the "Receiving Party").

The Recipient hereto desires to participate in discussions regarding

(the "Transaction").

During these discussions, Disclosing Party may share certain proprietary information with the Recipient.Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: