This Agreement is by and between Product Solutions International, Inc., a Massachusetts corporation, together with its affiliates, directors, officers and employees (“PSI”) and____________________________________, located at __________________________________  together with its affiliates, directors, officers and employees (“CLIENT”).

1. CLIENT has created a product, including but not limited to artwork and other intellectual property expressions which may or may not be covered by patent and/or copyright law, which PSI is interested in developing commercially in a multiplicity of possible projects (collectively, the “Project”).  As part of getting and working on the Project, CLIENT has disclosed or is about to disclose information, including, without limitation, samples of its product(s) (the “Information”), both written and oral, whether or not marked confidential, to PSI which PSI agrees to keep confidential.  The Information used in the Project is and shall at all times remain the property of CLIENT.  PSI is hereby granted a license to use the Information solely for its internal discussions but may not sell it or redistribute it separately.  A separate Agreement will govern the actual commercial development of the Information and the rights of the parties thereunder.  PSI hereby grants CLIENT the right to visit the manufacturing site of the Project from time to time, upon prior notice to PSI and by mutual agreement between the parties. 
   
    

2. PSI agrees that the Information is proprietary to CLIENT and confidential, and that PSI (a) shall not disclose the Information to any other person except to its officers, directors, selected employees, agents, or consultants who must evaluate the Information; (b) shall use the Information solely to evaluate whether PSI will enter into an agreement with CLIENT and after agreement, will consult with CLIENT about how the Information will be used; and (c) will use not less than the same degree of care with the Information which PSI would exercise with its own proprietary and confidential information.  CLIENT, for its part, agrees to never make a separate arrangement with any PSI recommended manufacturer for any projects without the prior knowledge and written consent of PSI.  Paragraphs 1 & 2 survive termination of this Agreement. 
   
   

3. The Information shall not be deemed to be confidential or subject to this Agreement if the Information (a) is at the time of disclosure already known to PSI, publicly known or thereafter becomes publicly known through no breach of this Agreement by PSI; (b) is explicitly approved for release by prior written authorization of CLIENT, or (c) is required to be disclosed by judicial or administrative action after all reasonable legal remedies to maintain the Information as secret have been exhausted, with the knowledge and participation of CLIENT.
   
   

4. PSI acknowledges that CLIENT’s Information represents important, valuable aspects of its business.  Upon termination of discussions between PSI and CLIENT should they not result in a business transaction, deal or agreement, and in any event after the completion of the Project, all Information shall be destroyed, or if requested in writing, be promptly returned to CLIENT, which has retained title to the Information at all times.  PSI acknowledges that failure to materially comply with this Agreement could constitute damage to CLIENT which may warrant injunctive relief as well as any other remedies available to CLIENT.
   
   

5.  This Agreement will be governed by the laws of the Commonwealth of Massachusetts.
   

 In Witness whereof, the parties have caused this Agreement to be executed by a duly authorized representative, under seal, as of the date set forth below.

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