Question

CONFIDENTIALITY AGREEMENT BETWEEN FIRMS

     AGREEMENT and acknowledgement between _ [Company], and _
[Undersigned].
     Whereas, the Company agrees to furnish the undersigned
certain confidential information relating to the affairs of
the Company for purposes of:  [Describe]


_


,and
     Whereas, the undersigned agrees to review, examine,
inspect or obtain such information only for the purposes
described above, and to otherwise hold such information
confidential pursuant to the terms of this agreement,
     BE IT KNOWN, that the Company has or shall furnish to the
undersigned certain confidential information, as set forth on
attached list, and may further allow the undersigned the right
to inspect the business of the Company and/or interview
employees or representatives of the Company, all on the
following conditions:
     1. The undersigned agrees to hold all confidential or
        proprietary information or trade secrets
        ["information"] in trust and confidence and agrees
        that it shall be used only for the contemplated
        purpose, shall not be used for any other purpose or
        disclosed to any third party.
     2. No copies will be made or retained of any written
        information supplied.
     3. At the conclusion of our discussions, or upon demand
        by the Company, all information, including written
        notes, photographs, memoranda, or notes taken by you
        shall be returned to us.
     4. This information shall not be disclosed to any
        employee or consultant unless they agree to execute
        and be bound by the terms of this agreement.
     5. It is understood that the undersigned shall have no
        obligation with respect to any information known by the
        undersigned or generally known within the industry
        prior to date of this agreement, or becomes common
        knowledge within the industry thereafter.

Dated: _
______________________________

______________________________