1. Disclosure. Photographer shall disclose to the Recipient the Information, which concerns___________________

__________________________________________________________________________________________.

2. Purpose. Recipient agrees that this disclosure is only for the purpose of the Recipient’s evaluation to determine its interest in the commercial exploitation of the Information.

3. Limitation on Use. Recipient agrees not to manufacture, sell, deal in, or otherwise use or appropriate the disclosed Information in any way whatsoever, including but not limited to adaptation, imitation, redesign, or modification. Nothing contained in this Agreement shall be deemed to give Recipient any rights whatsoever in and to the Information.

4. Confidentiality. Recipient understands and agrees that the unauthorized disclosure of the Information by the Recipient to others would irreparably damage the Photographer. As consideration and in return for the disclosure of this Information, the Recipient shall keep secret and hold in confidence all such Information and treat the Information as if it were the Recipient’s own proprietary property by not disclosing it to any person or entity.

5. Good Faith Negotiations. If, on the basis of the evaluation of the Information, Recipient wishes to pursue the exploitation thereof, Recipient agrees to enter into good faith negotiations to arrive at a mutually satisfactory agreement for these purposes. Until and unless such an agreement is entered into, this nondisclosure Agreement shall remain in force.

6. Miscellany. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors, and assigns.

In Witness Whereof, the parties have signed this Agreement as of the date first set forth above.

Photographer_____________________________ Recipient__________________________________

                     Company Name

By________________________________________                  Authorized Signatory, Title