CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is made effective as of date:__________________,
between _________________________, of Wheatland, Wyoming, and

Buyer’s Name: _________________________, address:  _________________________, _________________________, ___ __________.

In this Agreement, the party who owns the Confidential Information will be referred to as Potential Seller, (Known as the “Seller”) and the party to whom the Confidential Information will be disclosed will be referred to as "potential buyer: _________________________(Buyer)".

_________________________ is engaged in _________________________  _________________________ is engaged in _________________________  _________________________  _________________________ has represented that _________________________ will protect the confidential material and information which may be disclosed between any or both parties. Therefore, the parties agree as follows:

I.  CONFIDENTIAL INFORMATION.  The term "Confidential Information" means any information or material which is proprietary to The seller, whether or not owned or developed by The Seller , which is not generally known other than by (The Company Name: _________________________, and which may obtain through any direct or indirect contact with _________________________.

a. Confidential Information includes without limitation:

-    business records and plans, tax returns, financial statements,

and other proprietary information.

b. Confidential Information does not include:

and any other information that both parties agree in writing is not confidential.

II.  PROTECTION OF CONFIDENTIAL INFORMATION.  Buyer understands and acknowledges that the Confidential Information has been developed or obtained by Buyer by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of all financial or business information which provides Seller  with a significant competitive advantage, and needs to be protected from improper disclosure.  In consideration for the disclosure of the Confidential Information, Buyer agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Seller.

III.  NO WARRANTY.  Buyer acknowledges and agrees that the Confidential Information is provided on an AS IS basis.  No parties or related firms MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL Seller or their accounting firm BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Seller does not represent or warrant that any product or business plans disclosed to Buyer will be marketed or carried out as disclosed, or at all.  Any actions taken by Buyer or Seller in response to the disclosure of the Confidential Information shall be solely at the risk of Buyer . 

IV.  LIMITED LICENSE TO USE.  Buyer shall not acquire any intellectual property rights under this Agreement except the limited right to use set out in writing.    

V.  GENERAL PROVISIONS.  This Agreement sets forth the entire understanding of the parties regarding confidentiality.  Any amendments must be in writing and signed by both parties.  This Agreement shall be construed under the laws of the State of Wyoming .  This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party.  The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.

Information Owner: (Seller or Potential Seller)

_________________________

By:      ____________________________________________________

            _________________________

Recipient: (Buyer, or Potential Buyer)

_________________________

By:      ____________________________________________________

            _________________________