Sharkysoft Proprietary Information Confidentiality and Non-Disclosure Agreement

This Confidentiality / Non-Disclosure Agreement (the "Agreement") is entered into and is effective as of __________, by and between ____________________, hereinafter referred to as "the Recipient," which is also known for its presence at the internet world wide web address, ____________________, and Sharkysoft, which is known for its presence at internet world wide web address sharkysoft.com.

1. Definition of Confidential Information. Recipient agrees that information disclosed by Sharkysoft to Recipient regarding Sharkysoft's products, systems, services, prices or pricing structure, and other information, including but not limited to information learned by Recipient from Sharkysoft employees, agents, or through inspection of Sharkysoft property, or Sharkysoft client's property, that relate to Sharkysoft's product designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third party confidential information disclosed to Recipient by Sharkysoft, the terms and conditions of this Agreement and the existence of the discussions between Recipient and Sharkysoft will be considered and referred to collectively in the Agreement as "Confidential Information." Confidential Information, however, does not include information that:

   1. is now or subsequently becomes generally available to the public through no fault or breach on the part of Recipient

   2. Recipient can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by the Sharkysoft

   3. is independently developed by Recipient without use of any Confidential Information; or

   4. Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

2. Nondisclosure and Nonuse of Confidential Information. Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than its employees who are licensed by Sharkysoft to receive such information. Recipient agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information.

3. Derivative works. Recipient may use Confidential Information to develop derivative products and techniques. However, derivative works may not be disclosed in such a manner where such disclosure would jepardize the secrecy of non-derivative Confidential Information provided under the terms of this agreement.

4. No Warranty. All information is provided "As is," and without any warranty, whether express or implied, as to its accuracy or completeness, or fitness or suitability for any particular purpose.

5. Equitable Relief. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Sharkysoft, the extent of which may be difficult to ascertain. Accordingly, Recipient agrees that Sharkysoft will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

6. Entire Agreement and Governing Law. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada.

7. Authority to Represent. The signers below affirm that they are authorized to enter into this legal agreement on behalf of the respective companies which they represent.

Understood and Agreed to by the parties listed below: