Bi-lateral Non Disclosure Agreement

1. SMRC Bi-Lateral Non-Disclosure Agreement
BI-LATERAL CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is made and entered into this ___ day of __________,
____, by and between ________________, a __________ corporation (________) and the dba Social Market
Research for Charity (SMRC), as Phillip Nakata & Associates, a Colorado private consulting business.
The resource (you) and SMRC agree that the following terms and conditions apply when one of the parties
(Discloser) discloses Confidential Information (information) to the other (Recipient) under this Agreement.
You and SMRC agree that our mutual objective under this Agreement is to provide appropriate protection for
Information while maintaining our ability to conduct our respective business activities.
WITNESSETH:
WHEREAS, the parties are considering a potential business transaction (the “Proposed Transaction”); and
WHEREAS, as a condition to each party furnishing the other party with information in connection with its
evaluation of the Proposed Transaction, each party is requiring the other party to treat confidentially any
Confidential Information (as defined below) that it or its directors, officers, employees, agents or advisors
(collectively, a “Disclosing Party”) furnishes to the other party or its directors, officers, employees, agents or
advisors (collectively, the “Receiving Party”); and
WHEREAS, each party desires to ensure that the Confidential Information (as defined below) so disclosed will
not be used for any purpose other than an evaluation of the Proposed Transaction and, if appropriate, the
negotiation of mutually acceptable definitive agreements.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall
mean, with respect to the Disclosing Party, any “Trade Secret” (as defined under applicable law) or any
information which:
(a) Is not generally available to the public; and
(b) Pertains or relates in any way to the Disclosing Party or its businesses, activities, products
or services including, without limitation, exhibitor and attendee lists, vendor lists, customer lists,
marketing plans and materials, price lists and related analyses, strategic partner activities, market
analyses, financial information, business plans, employee compensation information, organizational
structure, reports, strategic plans, e-commerce activities, intellectual property rights, systems,
programs, techniques, know-how, software, works of authorship, contracts and licenses, pricing
methods or other similar information, as well as any copies, reproductions, summaries, extracts,
analyses, studies or other derivative works prepared by the Receiving Party or
(c) Its representatives incorporating or developed from the Confidential Information so
disclosed.
SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)

2. SMRC Bi-Lateral Non-Disclosure Agreement
Notwithstanding the foregoing, if any Confidential Information pertaining to a Disclosing Party shall
become generally available to the public other than as a result of a breach by the Receiving Party of its
covenants hereunder, the same shall no longer be considered Confidential Information for purposes of
this Agreement. In addition, the term Confidential Information shall not include information, technical
data or know-how which (i) is in the public domain at the time of receipt, (ii) is in the possession of the
Receiving Party at the time of disclosure, (iii) is expressly approved by the Disclosing Party, in writing,
for release, (iv) comes into the possession of the Receiving Party from a third party that was not, to the
Receiving Party’s knowledge, subject to any confidentiality restriction, or (v) is independently
developed by the Receiving Party without reference to the Confidential Information.
Written materials that are intended to fall under the protection of this Agreement will be clearly
marked “Confidential,” “Proprietary” or similar marking. When verbal discussions between the Parties
include Confidential Information, that fact shall be announced in the discussion, and then within ten
days summarized in writing by the Disclosing Party, marked appropriately as above, and presented to
the Receiving Party. During that delay, Confidential Information disclosed verbally will be treated
exactly as if it had been disclosed in writing.
Each Disclosing Party owns all rights with respect to its Confidential Information disclosed to the
Receiving Party, and no right, express or implied, is conveyed to the receiving Party by the disclosure of
the Confidential Information that is made by the Disclosing Party to the Receiving Party
2. Prohibition Against Disclosure or Use. The parties shall use the Confidential Information only for the
purpose of evaluating the Proposed Transaction and, if appropriate, the negotiation of mutually
acceptable definitive agreement and the performance of work under those agreements. Except as
otherwise provided herein, neither party shall disclose to any third party any Confidential Information
concerning a Disclosing Party or appropriate any such Confidential Information for its use or benefit or
for the use or benefit of any third party. Each Receiving Party agrees that it shall not disclose to any
person or entity, other than the Receiving Party’s agents, representatives or corporate officers that
have a need to know, any such Confidential Information without the prior written consent of the
Disclosing Party.
3. Associated Contract Documents: Each time one of the parties wishes to disclose specific information
to the other, the Discloser will issue a Supplement to this Agreement (Supplement) before disclosure.
The Supplement will identify the Recipient’s person designated to be the Point of Contact for the
disclosure and will contain the initial and Final Disclosure Dates. If either of these dates is omitted
from the Supplement, such date will be deemed to be the actual date of disclosure. Information
becomes subject to this Agreement on the Initial Disclosure date. The Supplement will also contain a
nondisclosure description of the specific Information to be disclosed and any additional terms and
conditions for that information.
The only time you and SMRC are required to sign the Supplement is when it contains additional terms
and conditions. When signatures are not required, the Recipient indicates acceptance of the
Information under the terms and conditions of this Agreement by participating in the disclosure, after
receipt of the Supplement
SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)

3. SMRC Bi-Lateral Non-Disclosure Agreement
4. Method(s) of Disclosure: The Discloser and the Recipient’s Point of Contact will coordinate and control
the disclosure. Information will be disclosed either:
a. In writing;
b. By delivery of items;
c. By initiation of access to information, such as may be contained in a data base or
d. By oral and/or visual presentation
Information should be marked a restrictive legend of the Discloser. If information is not marked with
legend or is disclosed orally, 1) the information will be identified as confidential at the time of
disclosure and 2) the Discloser will promptly provide the Recipient with written confirmation.
5. Exceptions: No obligation of confidentiality applies to any ideas, concepts, know-how, or techniques
contained in information that is related to the Recipient’s business activities (Knowledge). However,
this does not give the Recipient the right to disclose, except as set forth elsewhere in this Agreement,
1) the source of Knowledge, 2) any financial, statistical or personnel data or 3) the business plans of
the Discloser
Neither this Agreement no any disclosure of information grants the Recipient any license under
patents or copyrights.
6. Return of Confidential Information. Immediately upon demand by the Disclosing Party, the Receiving
Party shall deliver to the Disclosing Party all of its Confidential Information and copies thereof which is
then in the possession of the Receiving Party. At the request of the Disclosing Party, the Receiving
Party shall certify in writing that it has destroyed or turned over to the Disclosing Party all documents
containing such Confidential Information.
7. Required Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential
Information, it shall immediately notify the Disclosing Party so that the Disclosing Party may, at its
option, seek a protective order or other appropriate remedy or waive compliance with the provisions
of this Agreement. Notwithstanding any other term or provision of this Agreement, the parties hereto
agree that it shall be permissible for either party to make disclosures regarding this Agreement or the
Proposed Transaction that are necessary or appropriate to fulfill its obligations under any applicable
federal or state securities law.
8. Disclaimers: THE DISCLOSER PROVIDES INFORMATION ON AN “AS-IS” BASIS. The Discloser will not be
liable for any damages arising out of the use of information.
Disclosure of information containing business plans is for planning purposes only. The Discloser may
change or cancel its plans at any time. Therefore, the use of information is at the Recipient’s own risk.
9. Governing Law. This Agreement shall be interpreted, construed, and governed according to the laws of
the State of Colorado. The Recipient will comply with all applicable United States and foreign export
laws and regulations
SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)

4. SMRC Bi-Lateral Non-Disclosure Agreement
10. Term of Agreement. This Agreement may not be changed except by in writing signed jointly by the
parties. This Agreement shall be efective as of the date set forth above and the obligations of
confidentiality and nonuse shall continue for a period of three (3) years thereafter such date, except
with respect to Trade Secrets, if any, as to which the obligations shall continue perpetually.
11. General:
Neither party may assign its rights or delegate its duties or obligations under this Agreement without
prior written consent. Any attempt to do so is void.
SMRC may modify the terms and conditions of this notice. Any such modification will apply only to
information for which the Initial Disclosure Date is on or after the effective date specified in the notice.
Otherwise, only a written agreement signed by you and SMRC can modify this agreement.
Either party may terminate this Agreement by providing one month’s written notice to the other. Any
provisions of this Agreement which by their nature extend beyond its termination will remain in effect
beyond such termination until fulfilled and will apply to either party’s successors and assigns.
If there is conflict between the terms and conditions of this Agreement and a Supplement, those of
the Supplement will prevail. Except as modified by a Supplement the terms and conditions of this
Agreement remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement:
Page 4 of 4
Agreement #: _____________
COMPANY CONSULTANT
___________________________
Name Phillip R. Nakata
Title Chief Business Officer,
Dba SMRC
SMRC c/o 1009 Tantra Park Circle – Boulder CO 80305 – 720.432-5470 (office) - 720.263.5036 (fax)