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AGREEMENT OF CONFIDENTIALITY

THIS AGREEMENT OF CONFIDENTIALITY, MADE THIS 8th day of March, 1999, by and between Company Name, an State Corporation and

EXPLANATORY STATEMENT

The parties hereto are considering entering into a business transaction which will require the exchange and disclosure to each other of financial and other information regarding their respective businesses. It is their intention and desire to keep such information confidential and to insure that one party will not use such information to the prospective disadvantage of the other.

NOW, THEREFORE, in consideration of these presents and the mutual convenants, agreements and provisions herein contained, the parties do hereby agree as follows:

  1. Strict confidentiality shall be maintained at all times. Any knowledge, information or data pertaining to financial records, customer lists, development plans, franchise agreements, designs, methods, systems, improvements, trade secrets and other private matters, including information exchanged between the parties shall, at all times and for all purposes, be strictly confidential. Such confidential information shall not be disclosed directly or indirectly by either party or any employee, company or entity with whom either party is associated without prior written consent of both parties. This confidentiality provision shall be in full force and effect at all times during the existence of any business relationship between the parties hereto and shall survive (if such an event occurs) the termination of that relationship.

  2. In the event the relationship between the parties terminates, each party shall forthwith deliver to the other (without retaining copies there of) any and all documents or other written information obtained from the other party in connection with such relationship.

  3. The parties agree not to use any information so exchanged between them directly or indirectly by themselves or in concert with any other person, firm or entity for the purpose of gaining a prospective, pecuniary or competitive advantage over the other or otherwise commit any act which causes or could cause one party to gain such an advantage.

  4. Neither party shall, without the prior written consent of the other, make any statement, or any public announcement, or any release to trade publications or to the press, or make any statement to any competitor, customer, or any third party, with respect to such exchange, and disclosure of confidential information, except as may be necessary, in the opinion of their respective counsel, to comply with the requirement of any law, governmental order, or regulation.

  5. Except for the Agreement of Confidentiality, neither party shall be committed in any way with the respect to the matter to be discussed by them, unless and until a formal agreement with the respective parties, by the appropriate officers and/or by the controlling shareholders of both parties.

  6. The parties agree that any information disclosed to the other, or any discussions held between them, prior to the execution of this document, shall be subject to the terms of this Agreement of Confidentiality.

  7. In the event of a breach or threatened breach of either party of the provisions of this Agreement, the non-breaching party shall be entitled to an injunction restraining the breaching party from engaging in any such prohibitive conduct. Nothing herein stated shall be construed as prohibiting the non-breaching party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages, cost and reasonable attorney's fees.

  8. This agreement shall be binding upon and shall inure to the benefit of the parties, their heirs, personal representatives, successors and assigns.

  9. Any issue, dispute, cause of action, or any other matter, under or arising out of this Agreement shall be determined and decided under the laws of the State of Illinois and all parties expressly agree that any action to enforce this-agreement shall be brought in a court of competent jurisdiction situated in (state).

  10. Notwithstanding any provision of this Agreement to the contrary; (I) the parties specifically agree that with regard to their remedies at law, in the event of a breach of this Agreement, the Aggregate of any award of all damages to be paid by the breaching party to the other party shall not exceed Ten Thousand Dollars ($10,000) and (ii) neither party shall be liable to the other for any incidental or consequential damages resulting from any breach or claimed breach of this Agreement. In the event any action is filed or commenced in relation to this Agreement, the non-prevailing party in the action shall pay to the prevailing party, in addition to all the sums that the non-prevailing party may be required to pay the sum of the prevailing party's attorney fees and other professional fees.

Dated:___________________


By:______________________
Owner Name
Its: Owner Title

Date:____________________


By:______________________
Its:_____________________