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CONFIDENTIALITY AGREEMENT
AGREEMENT, effective as of the    day of             ,     , by and between,                  having an office and place of business at             ,         ,   ,       (hereinafter referred to as "MEMBER"), and ConEd Excellence Teams Users Group, a non-profit organization, (hereinafter referred to as "ConEd").

WITNESSETH:

WHEREAS, ConEd holds information and data which is proprietary to ConEd related to corporate operations (hereinafter called Proprietary Information);

WHEREAS, MEMBER desires to receive Proprietary Information to be disclosed at annual ConEd meetings and to be disclosed on ConEd Internet Site (ConEd.Users-Groups.com); and

WHEREAS, MEMBER is willing to receive Proprietary Information under the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties agree as follows:

1. ConEd agree to disclose and MEMBER agrees to receive the Proprietary Information.

2. MEMBER agrees not to use or disclose Proprietary Information except for the purpose of communications between participants in the ConEd. MEMBER agrees not to disclose the Proprietary Information to any person or organization unless the person or organization and the MEMBER enter a written, confidentiality and nonuse agreement having substantially the same terms and conditions as provided herein and MEMBER obtains prior written approval from ConEd.

3.The provisions of paragraph two (2) shall not apply to MEMBER's use or disclosure of information which:

(a)   Now is or becomes generally known to the public without fault of MEMBER;
(b)   Is shown within thirty (30) days of disclosure to have been in MEMBER'S possession in writing prior to its disclosure by ConEd; or
(c)   Is received from an independent third party having no obligations of nondisclosure to ConEd.

4. Disclosure by ConEd to MEMBER of Proprietary Information under this agreement does not grant MEMBER any right or license to use this Information or any Letters Patent except for the purpose for which disclosure is made by ConEd.

5. MEMBER shall promptly return all documents and copies of documents provided under this agreement upon request by ConEd in the event the MEMBER no longer meets the following requirements for membership in the ConEd:

6. This Agreement shall be construed under the laws of the State of Texas.

Revision: 2009.12.09