CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is made effective as of [Signature Date], between

[Client Business Name], of [Client Address], [Client City], Washington [Client Zip Code], and Seattle Data

Recovery, of 800 5th Ave, Suite 101-125, Seattle, WA, 98104, Seattle, Washington 98104.

[Client Business Name] is engaged in [Client Business Trade].

Seattle Data Recovery is engaged in Data Recovery Services.

Data recovery, restoration, and backup services

The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material

and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree

as follows:

I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or

material which is proprietary to [Client Business Name], whether or not owned or developed by [Client

Business Name], which is not generally known other than by [Client Business Name], and which Seattle

Data Recovery may obtain through any direct or indirect contact with [Client Business Name].

A. Confidential Information includes without limitation:

- business records and plans

- financial statements

- customer lists and records

- trade secrets

- technical information

- products

- inventions

- product design information

- pricing structure

- discounts

- costs

- computer programs and listings

- source code and/or object code

- copyrights and other intellectual property

- Personal Data (Images, Documents, Data)

and other proprietary information.

B. Confidential Information does not include:

- matters of public knowledge that result from disclosure by [Client Business Name]

- information rightfully received by Seattle Data Recovery from a third party without a duty of

confidentiality

- information independently developed by Seattle Data Recovery

- information disclosed by operation of law

- information disclosed by Seattle Data Recovery with the prior written consent of [Client Business

Name]

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

II. PROTECTION OF CONFIDENTIAL INFORMATION. Seattle Data Recovery understands and

acknowledges that the Confidential Information has been developed or obtained by [Client Business Name]

by the investment of significant time, effort and expense, and that the Confidential Information is a valuable,

special and unique asset of [Client Business Name] which provides [Client Business Name] with a

significant competitive advantage, and needs to be protected from improper disclosure. In consideration for

the disclosure of the Confidential Information, Seattle Data Recovery agrees to hold in confidence and to not

disclose the Confidential Information to any person or entity without the prior written consent of [Client

Business Name]. In addition, Seattle Data Recovery agrees that:

No Copying/Modifying. Seattle Data Recovery will not copy or modify any Confidential Information

without the prior written consent of [Client Business Name].

Application to Employees. Further, Seattle Data Recovery shall not disclose any Confidential

Information to any employees of Seattle Data Recovery, except those employees who are required to

have the Confidential Information in order to perform their job duties in connection with the limited

purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed

shall sign a non-disclosure agreement substantially the same as this Agreement at the request of [Client

Business Name].

Unauthorized Disclosure of Information. If it appears that Seattle Data Recovery has disclosed (or has

threatened to disclose) Confidential Information in violation of this Agreement, [Client Business Name]

shall be entitled to an injunction to restrain Seattle Data Recovery from disclosing, in whole or in part,

the Confidential Information. [Client Business Name] shall not be prohibited by this provision from

pursuing other remedies, including a claim for losses and damages.

III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of [Client Business

Name], Seattle Data Recovery shall return to [Client Business Name] all written materials containing the

Confidential Information. Seattle Data Recovery shall also deliver to [Client Business Name] written

statements signed by Seattle Data Recovery certifying that all materials have been returned within five (5)

days of receipt of the request.

IV. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase

any service or item from the other party, or commercially offer any products using or incorporating the

Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

V. NO WARRANTY. Seattle Data Recovery acknowledges and agrees that the Confidential Information is

provided on an AS IS basis. [CLIENT BUSINESS NAME] 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 [CLIENT BUSINESS NAME] 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. [Client Business Name] does not represent or warrant that any product or business plans

disclosed to Seattle Data Recovery will be marketed or carried out as disclosed, or at all. Any actions taken

by Seattle Data Recovery in response to the disclosure of the Confidential Information shall be solely at the

risk of Seattle Data Recovery.

VI. LIMITED LICENSE TO USE. Seattle Data Recovery shall not acquire any intellectual property rights

under this Agreement except the limited right to use set out above. Seattle Data Recovery acknowledges that,

as between [Client Business Name] and Seattle Data Recovery, the Confidential Information and all related

copyrights and other intellectual property rights, are (and at all times will be) the property of [Client

Business Name], even if suggestions, comments, and/or ideas made by Seattle Data Recovery are

incorporated into the Confidential Information or related materials during the period of this Agreement.

VII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties

regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of

disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties.

This Agreement shall be construed under the laws of the State of Washington. 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.

IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by

law as of the date first written above.