MUTUAL CONFIDENTIALITY AGREEMENT

        This Mutual Confidentiality Agreement (the “Agreement”) is entered into on ________________, 200__, between The CEO Place™, a professional networking organization ("The CEO Place"), and ________________________________  a prospective member or guest (the "Member") of the CEO Place. 

1.0   The CEO Place and the Member agree that the following terms and conditions shall apply when one of the parties (the "Discloser") discloses Confidential Information (as defined below) to the other party (the "Recipient").  Both parties agree that their mutual objective under this Agreement is to provide appropriate protection for maintaining the secrecy of the Confidential Information while maintaining their ability to conduct their respective business activities.  The purpose for disclosing said confidential information is so that the Member and other members of the CEO Place may improve their CEO Management skills (the “Purpose”).

2.0  The Discloser may be disclosing to the Recipient certain proprietary and confidential information with respect to the Discloser's business, including information that may relate to the Discloser's business or financial information and projections, market studies, product and marketing plans products, intellectual property, and other non-public information of the Discloser (collectively, the "Confidential Information").  Such Confidential Information shall be labeled as such, or if orally disclosed, the Recipient will be notified in writing within fourteen (14) days of the confidentiality of such oral information. 

3.0   The Recipient agrees to keep strictly confidential all Confidential Information so received and to use such Confidential Information solely for the Purpose.  The Recipient agrees that any and all Confidential Information disclosed to the Recipient by the Discloser is and shall remain the confidential information and property of the Discloser.  The Recipient may not use or disclose any of the Confidential Information of the Discloser for any reason other than for the Purpose. 

4.0   The Recipient agrees to use the utmost degree of care to maintain and protect as confidential the Confidential Information, and to not disclose the Confidential Information to any third party, and to not use the Confidential Information for the detriment of the Discloser. 

5.0  The Recipient's obligations as to the Confidential Information shall not apply to any portion of the Confidential Information: (a) of which the Recipient presently has knowledge or which is in the Recipient's possession prior to the initiation of a relationship between the parties and of which it did not learn through any contact with the Discloser previous to the initiation of the relationship, and the knowledge or possession of which the Recipient can demonstrate by documentary evidence; (b) which is presently or becomes publicly available or a matter of public knowledge or domain through no act or omission by Recipient; (c) which is rightfully received by the Recipient from a third party who is not or was not bound in any confidential relationship to the Discloser; (d) was developed by the Recipient independently without access to the Confidential Information and which the Recipient can demonstrate by documentary evidence; or (e) is required to be disclosed by a judicial or governmental order, in which case Recipient shall promptly notify Discloser and take reasonable steps to assist in contesting such order or in protecting Discloser's rights prior to disclosure.

6.0   The Discloser grants no license, by implication or otherwise, under any of its intellectual property rights, as a result of the disclosure to the Recipient.  All intellectual property owned or developed by each party shall remain the property of that party

7.0   This Agreement constitutes the entire agreement between the parties on this subject matter.  Changes to this Agreement will only be binding if signed by an authorized representative of each party.  This Agreement shall be binding on both party’s successors and assigns.  A waiver of breach is not a continuing waiver or a waiver of a subsequent breach.  If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the remaining terms of the Agreement shall remain in full force and effect.  The obligations set forth herein shall survive the termination or other cancellation or expiration of this Agreement and the termination of the relationship between the parties hereto for a period of two (2) years from the date of each disclosure.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.  The parties agree to submit to the jurisdiction of the courts of the Commonwealth of Massachusetts for the purpose of interpreting or enforcing any of the provisions of this Agreement.   Both parties warrant that they are authorized to obligate their respective organizations. 

The CEO Place                                                        Member or Guest:

By: _________________________________          By:____________________________

Title: _______________________________           
Date: _______________________________           Date:__________________________

rev 1.0 MA 29 Dec 05