I am in love with #1.

Reciprocal Non-Disclosure and Confidentiality Agreement

1. This Reciprocal Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made and entered into this First day of April 2010 by, between and among _______, Inc., a ________ corporation, and its affiliates and subsidiaries (collectively, “_________”) having its principal place of business at _______ and _______.com, a Delaware Corporation, in _______, __ (“Company”) having its principal place of business at ___________.

(Include additional parties)

All companies shall hereinafter collectively be referred to as the “Parties” and individually as the “Party”.

2. The Parties desire to discuss certain business transactions and to exchange information for the purpose of exploring potential business relationships regarding “Saving Journalism” (“Purpose”) for the benefit of the Parties. In order to facilitate these discussions and in order for the Parties to receive from each other, either orally or in writing, certain technical and business information under terms that will protect the confidential and proprietary nature of such information, the Parties have entered into this Agreement. For purposes herein, any confidential technical or business information of third persons furnished or disclosed confidentially, as set forth herein, by one Party to the other shall be deemed the disclosing Party’s information and, accordingly, shall be subject to the terms and conditions of this Agreement.

3. Each Party may find it beneficial to disclose to the other Party certain information that may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, maps, blueprints, diagrams, flow and other technical, financial or business information (the “Information”). Such Information, which is provided in written, encoded, graphic, or other tangible form shall be deemed to be confidential and proprietary if it is clearly marked confidential. If the Information is provided orally, it shall be deemed to be confidential and proprietary if it is so identified by the disclosing Party at the time of such disclosure. Either Party may confirm, within five (5) days of making oral confidential statements, that such information was confidential and proprietary. The Information disclosed as set forth above shall be deemed “Confidential Information.”

4. The Parties agree that they shall hold such Confidential Information in confidence, with the same care a Party uses for its own Confidential Information, which, in no event shall be less than a reasonable standard of care, and shall use same solely for the Purpose, and further agree that they shall not make disclosure of any such Confidential Information to anyone except those employees and consultants necessary to review such Confidential Information. Prior to providing the Confidential Information to any consultant, a Party will ensure that a nondisclosure agreement or an agreement with similar protections, is in place with each consultant that is substantially similar to this Agreement. Prior to providing the Confidential Information, each employee or consultant to whom such disclosure is to be made, shall be notified that such Confidential Information is received in confidence and shall be kept in confidence by such employee or consultant as set forth in this Agreement. In the event such Confidential Information must be disclosed by either Party to third persons for the Purpose, each Party shall, prior to such disclosure, obtain written consent from the other Party and obtain from the third person a written agreement regarding confidentiality of the Confidential Information, the terms of which shall be substantially similar to those contained herein.

5. The obligation of non-disclosure and confidentiality shall not apply to any Confidential Information: (a) previously known to either Party free of any obligation to keep it confidential; (b) that has been or which becomes publicly known, through no wrongful act of either Party; (c) which is rightfully received from a third party who is under no obligation of confidence to either Party; (d) or which is independently developed by the recipient Party without resort to the Confidential Information that has been disclosed pursuant to this Agreement; or (e) is required to be disclosed in order to comply with applicable law or regulation (including without limitation, for securities law purposes) or with any requirement imposed by judicial or administrative process, or any governmental or court order but only to the extent required and, provided that the recipient Party in each such instance before making such disclosure first: (i) immediately notifies the other Party of a required disclosure or upon receipt of a governmental or court order, and (ii) cooperates with the other Party in making, if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination against, or limiting disclosure or use of the Confidential Information, at no cost to the recipient Party.

6. All Confidential Information shall remain the exclusive property of the disclosing Party. The disclosure of Confidential Information by the disclosing Party shall not constitute an express or implied grant to the recipient Party, of any rights to or under the disclosing Party’s patents, copyrights, trade secrets, trademarks or any other intellectual property rights. All Confidential Information shall be returned to the disclosing Party promptly upon written request. In the event the Parties decide not to enter into a business relationship regarding the subject matter hereof, then all such disclosed Confidential Information shall be returned to the Party who provided such Confidential Information upon request.

7. Neither Party hereto shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representations in court pleadings (except as required under law), the discussions that gave rise to this Agreement or the discussions or negotiations covered by this Agreement or the Confidential Information provided pursuant to this Agreement or that any conversations or discussions are occurring or have occurred between the Parties regarding the Purpose, nor shall either Party use the other Party’s trademarks, trade names or other proprietary marks in any manner, without first obtaining the prior written consent of the other Party.

8. Neither this Agreement, nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party and the obligations contained in this Agreement shall survive and continue for a period of five (5) years from the date of this Agreement, except if the Parties agree to incorporate this Agreement by reference into a business agreement or contract as contemplated by the Purpose, in which case notwithstanding anything to the contrary in this Agreement, the obligations contained in this Agreement shall then continue and survive from the date of initial disclosure of Confidential Information through the term of such business agreement or contract and after its expiration.

9. This Agreement shall be governed by and constituted and enforced in accordance with the internal laws of the State of California without regards to conflicts of law, and shall be binding upon the parties hereto in the United States and worldwide. Failure to enforce any provision of this Agreement shall not constitute a waiver of any other term hereof. The Parties agree to submit to the jurisdiction of any state court sitting in Orange County, California or any federal district court for the district in which said county is located.

10. The recipient Party acknowledges that remedies at law may be inadequate to protect the disclosing Party against any actual or threatened breach of this Agreement by the recipient Party or by its representatives and, without prejudice to any other rights and remedies otherwise available to the disclosing Party, the recipient Party agrees to allow the seeking of injunctive or other equitable relief in the disclosing Party’s favor, without the requirement of providing proof of actual damages.

11. This Agreement contains the sole and entire agreement between the Parties related to the disclosure of Confidential Information with respect to the Purpose. This Agreement may only be modified in a writing executed by both Parties. Should any provision of this Agreement be deemed illegal or otherwise unenforceable, that provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

12. This Agreement shall not create, nor will it create an obligation to form a joint venture, partnership or other formal business relationship of any kind nor will it prohibit either Party from engaging in similar discussions with a similar Purpose, with any other third party.

13. The proposed transaction or relationship as described in the Purpose of this Agreement is subject to the execution of a separate agreement in form and substance satisfactory to both Parties and neither Party is bound to conclude such transaction or relationship. Neither Party will be legally bound to any such transaction or relationship except as set forth in a final, definitive and fully executed agreement (which shall only be binding upon the Parties if signed by a Party’s Vice President or higher-level officer).

14. If a legal action between or among any Parties arises from this Agreement or the conduct of any Party with respect to any disclosing Party’s Confidential Information, a prevailing Party shall recover from the other Party or parties to the action its reasonable attorney fees and costs of suit.

15. Company acknowledges and understands that although this Agreement may be signed by a Party staff person under an express delegation of authority, Company agrees that no other agreement or contract with the Parties, shall be effective or binding unless signed by a Vice President or higher-level officer.

16. This Agreement may be executed by facsimile and in counterparts.

IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above.

By: By:
(All Parties must be Vice President or above)
Name: Its:

Name: Its:

I think I missed the announcement for your event. A few more banners and posts should fix that. Maybe you could personally beat me over the head. Actually, I have a headache, maybe you already did.