CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT (“Agreement”) is made between SpeakWrite LLC< (“SpeakWrite”) and ___________________. (“Vendor”). WHEREAS, SpeakWrite has engaged the services of Vendor, business to business; and WHEREAS, SpeakWrite may divulge proprietary or other Confidential Information to Vendor in order to provide services and carry-out its obligations pursuant to said engagement; NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, SpeakWrite and Vendor (the “Parties”) hereby agree as follows: 1. Confidentiality. a. Disclosing Party. For the purposes of the engagement and this Agreement, SpeakWrite may be disclosing Confidential Information to Vendor. Vendor acknowledges that the financial terms of its engagement are considered SpeakWrite Confidential Information, to be included in the definition set forth below, and Vendor shall not release said Confidential Information (via any media or activity, including without limitation, memorandums, letters, emails news releases, articles, brochures, advertisements, web pages, prepared speeches, or otherwise) without SpeakWrite’s prior written consent. b. Confidential Information. “Confidential Information” shall mean all information, technical data or know-how which relates to the business, services or products of SpeakWrite or SpeakWrite’s consultants or vendors, including, without limitation, any research, products, services, software, programs, developments, inventions, processes, techniques, designs, scientific, technical, engineering, distribution, marketing, financial, merchandising and sales information, which is disclosed to Vendor, directly or indirectly, in writing, orally, electronically or by drawings or inspection. Confidential information does not include information, technical data or know-how which (i) is already published or available to the public, or subsequently becomes available, other than by a breach of the Agreement; (ii) is received from a third party not to Vendor’s knowledge in breach of any obligation of confidentiality; (iii) is independently developed by personnel or agents of Vendor without reliance on the Confidential Information; (iv) is proven by written evidence to be known to Vendor at the time of disclosure; or (v) is produced by Vendor in compliance CONFIDENTIALITY AGREEMENT Page 1 with an order, rule or law of any federal, state, local or municipal body having jurisdiction over a party, provided that Vendor gives SpeakWrite notice, to the extent reasonably possible, of such order, rule or law and gives SpeakWrite an opportunity to defend and/or attempt to limit such production. c. Precautions Taken to Protect Confidential Information. Vendor agrees not to disclose or use the Confidential Information for any purpose other than purposes under its engagement with SpeakWrite and this Agreement. Vendor shall take reasonable actions and precautions to prevent unauthorized disclosure and use of Confidential Information by its officers, directors, employees, contractors, agents and all others acting in its behalf. Confidential Information and all copies thereof shall remain the property of SpeakWrite. Confidential Information, shall, upon request of SpeakWrite or immediately upon termination of the engagement or this Agreement, be promptly returned by Vendor to SpeakWrite, accompanied by all copies of such documentation made by Vendor, provided that Vendor may keep one copy of this Agreement. Vendor agrees to immediately notify SpeakWrite upon discovery of any unauthorized use or disclosure of Confidential Information and to cooperate in any reasonable way to help SpeakWrite regain possession of the Confidential Information and prevent further unauthorized use or disclosure. d. Survival of Confidentiality. The provisions of this Section shall survive any termination or expiration of the engagement and this Agreement 2. Assignment. This Agreement shall be biding upon and inure to the benefit of the permitted successors and assigns of any party; provided however that Vendor shall not, without the prior written consent of SpeakWrite, assign or transfer this Agreement or any obligation incurred under this Agreement. 3. Governing Law. This Agreement shall be deemed entered into in Texas and shall be governed by and construed and interpreted in accordance with the laws of the State of Texas that apply to contracts executed in and performed entirely within the State of Texas, without reference to any rules of conflicts of laws. CONFIDENTIALITY AGREEMENT Page 2 Signed this ______ day of ________, 200__. Vendor Vendor Name: SpeakWrite, LLC Signature: Signature: ______________________________ ____________________________________ Printed Name: Printed Name: _____ ____________________________________ Title: Title: ________________________________ ____________________________________ Address: _______________________________ Address: 6011 West Courtyard Dr. Suite 450 Austin, TX 78730 _______________________________ CONFIDENTIALITY AGREEMENT Page 3