Please complete the following and send to CAcert: NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this "Agreement") is made this ____ day of __________, 20__, by and between CAcert, Inc. ("CAcert"), and __________________________ (the "Receiving Party"). TERMS OF AGREEMENT In consideration of the mutual promises set forth below, the parties agree as follows: 1. Nature of Protected Information. For purposes of this Agreement, the term "Protected Information" shall include all information which CAcert may disclose to either of the Receiving Party regarding the operations of CAcert, whether orally or in printed, written, graphic, electronic, or other tangible form, including but not limited to the following: [a] Information relating to CAcert marketing, contracting, licensing, and selling practices, plans, and strategies; [b] CAcert trade secrets, know-how, processes, ideas, and inventions; [c] The identity of CAcert current and prospective benefactors or customers and other information regarding current and prospective business and financial arrangements and relationships with other business organizations; [d] CAcert future business plans and other technical, business, financial, customer, and product development plans, forecasts, strategies, and information; [e] Other nonpublic information concerning the business or finances of CAcert; [f] Any other information the disclosure of which might harm or destroy a competitive advantage of CAcert; [g] Any information which CAcert has received from a third party and which CAcert is obligated to treat as confidential or proprietary; and [h] The existence, subject matter, and terms and conditions of this Agreement and of the negotiations or business relationship contemplated by this Agreement. Information shall be deemed to be Protected Information under this Agreement whether or not such information constitutes a trade secret of CAcert and whether or not such information is distributed to others through sale, licensing, or other arrangements. 2. Restrictions on Use and Disclosure of Protected Information. The Receiving Party agrees, except to the extent that CAcert may otherwise explicitly consent, as follows: [a] To protect and safeguard all Protected Information of CAcert in the strictest confidence and in a manner no less protective than the degree of care used by the Receiving Party to protect its own confidential and proprietary of like importance; [b] Not to disclose any Protected Information to any person or entity whatsoever, other than to those administrative members of the Receiving Party who may participate directly in any discussions that relate to the Receiving Party's participation or involvement in the Plan and in the performance of the Receiving Party's obligations with respect to any contemplated transactions that might result from such discussions, provided that all such administrative members shall have a legitimate "need to know" and shall have executed an agreement having terms no less stringent than those set forth in this Agreement not to disclose such information to any third parties; [c] Not to copy or use any Protected Information in any fashion except to the extent necessary [i] to permit those employees and legal and financial advisors of the Receiving Party to whom disclosure under paragraph [b] is permissible to conduct the discussions described under such paragraph and [ii] to facilitate the performance of the Receiving Party's obligations with respect to any contemplated transactions that might result from such discussions; [d] Not to make any other use at any time of any Protected Information for a Receiving Party's own benefit or for the benefit of any third party except [i] to evaluate internally whether to proceed with the discussions described under paragraph [b] and [ii] to perform the Receiving Party's obligations with respect to any contemplated transactions that might result from such discussions; [e] To use its best efforts to obtain from any attorney or financial advisor that a Receiving Party may engage for the purposes contemplated by this Agreement such acknowledgments and consents as may be required to ensure their compliance with this Agreement and such releases and waivers as may be necessary or appropriate to waive any and all claims that any such person may assert with respect to the ownership of any Protected Information; and [f] Immediately to inform CAcert of the occurrence of any unauthorized release of Protected Information or other breach of a Receiving Party's obligations of which it is aware. 3. Exceptions to Nondisclosure Obligations. CAcert agrees that the nondisclosure and non-use obligations of the Receiving Party set forth in Section 2 shall not apply with respect to any Protected Information that the Receiving Party can document through the Receiving Party's own records [a] is or (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant, or employee) becomes generally known to the public, [b] was in the possession of or known by the Receiving Party prior to receipt from CAcert, or [c] was rightfully disclosed to the Receiving Party by an independent source that was not prohibited from disclosing such information by any legal, contractual, or fiduciary obligation. In the event that the Receiving Party believes that it may become legally compelled in any judicial or administrative proceeding to disclose any Protected Information or otherwise to treat any Protected Information in a manner inconsistent with this Agreement, then the Receiving Party shall provide CAcert with prompt notice of the proceedings or matters that could result in such disclosure so that CAcert may seek a protective order or other appropriate remedy or waiver compliance with the provisions of this Agreement. In the event that CAcert is unable to obtain such a protective order or other remedy, or in the event that CAcert waives compliance with the provisions of this Agreement, the Receiving Party will furnish or cause to be furnished only that information which the Receiving Party is legally required to furnish and will exercise reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the information so furnished. 4. No Grant of License or Other Rights. Nothing in this Agreement is intended or shall be construed as granting the Receiving Party any interest, patent right, trademark or trade name, copyright, license, option, or other right, title, or interest in or with respect to any Protected Information, except the limited right to review such Protected Information for the purposes contemplated by this Agreement. The Receiving Party understands and acknowledges that nothing in this Agreement [a] requires the disclosure by CAcert of any Protected Information, and that CAcert may disclose such Protected Information, if at all, solely in its own discretion, or [b] requires CAcert to proceed with any proposed transaction or relationship in connection with which any Protected Information may be disclosed. 5. Return of Materials. Immediately upon [a] the decision by any of the parties to discontinue the discussions contemplated by this Agreement, or [b] a request by CAcert at any time, the Receiving Party shall turn over to CAcert all Protected Information of CAcert, all notes, memoranda, writings, agreements, lists, files, reports, customer lists, correspondence, tapes, computer disks or other storage media, technical data, or other tangible embodiments containing Protected Information, and all copies of or extracts or derivatives thereof, whether prepared by the Receiving Party or others. 6. Remedies. The Receiving Party acknowledge and agree that, due to the unique nature of CAcert Protected Information, there can be no adequate remedy at law for any breach of the Receiving Party's obligations under this Agreement, that any such breach would allow the Receiving Party or third parties to compete unfairly with CAcert, resulting in irreparable harm to CAcert, and, therefore, upon any breach or imminent or threatened breach of this Agreement, CAcert shall be entitled to appropriate equitable relief (without the need to post bond or security) in addition to whatever remedies it might have at law. The Receiving Party agrees not to assert any defenses to the entry of any such equitable relief, including but not limited to the defense that an adequate remedy at law exists. This Agreement is supported by good and valuable consideration, and the existence of a cause of action by any party against the other shall not constitute a defense to the enforcement of the provisions of this Agreement. The courts located in Sydney, Australia, shall have sole jurisdiction over all controversies that may arise under this Agreement. Each of the parties consents and submits itself to the jurisdiction of such courts, acknowledges that venue shall be proper in such courts, and waives any other venue or jurisdiction to which such party may be entitled by virtue of residence, nationality, domicile, or otherwise. 7. Binding Effect. The obligations imposed by this Agreement shall be continuous, shall survive the termination of any other agreement or relationship between the parties, and shall bind each of the parties and their partners and affiliates, together with the employees, agents, subcontractors, and successors and assigns of the parties and their partners and affiliates. 8. Further Assurance. The parties agree that each will execute such additional documents and will perform such additional acts as may be reasonably necessary in order to carry out the intent and purpose of this Agreement. 9. No Waiver. No waiver of any breach or default under this Agreement shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 10. Miscellaneous. This Agreement constitutes the entire understanding between the parties relating to its subject matter. No amendment to this Agreement shall be valid unless in a writing signed by the party against whom enforcement is sought. The terms and interpretation of this Agreement shall be governed by the laws of Australia. In the event that a court of competent jurisdiction should determine that any provision is unenforceable or invalid for any reason, then such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. It is the intention and desire of the parties that any such court treat any provisions of this Agreement which are not fully enforceable as having been modified to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed to be effective as of the date first above written. [Receiving Party] Date: _____________________ __________________________________ Signature __________________________________ Print Name I was referred by : ______________________________________________ Preferred Login Name: ______________ @something.cacert.org ( <= 8 chars ) Email Address : ______________________________________________ Current CAcert.org username (email) : ________________________________________