This Agreement made effective this ____ day of _______________ 20__,
by and between:

THE IMAGINATION FACTORY INC. (IFI), maintains a principal place of business at 648 Monroe NW, Suite 118; Grand Rapids, MI 49503. IFI is a Michigan corporation experienced in the design, development, and production in a variety of marketing media for corporate communications and training. Further, IFI offers extensive experience in cross-platform, interactive software systems and technical consulting as well as marketing services.

and

___________________________________________ (PROSPECT) maintains a principal place of business at ______________________________________________________ . The PROSPECT is a ______________ corporation / partnership / sole-proprietor experienced or practicing in the areas of _____________________________________________________________ .

NON-DISCLOSURE AGREEMENT

The material/information which is being disclosed by PROSPECT shall be considered the intellectual and proprietary property of the disclosing party. The concepts, ideas, designs, prototypes, and actual implementation are covered by prevailing corporate and copyright laws as well as potential patents.

Any material/information prior to and/or not specifically covered under a separate services agreement which may be disclosed by IFI is for budgetary and/or developmental purposes and shall be considered the intellectual and/or proprietary property of the Imagination Factory, Inc. Any materials, concepts, ideas, prototypes, proposed and actual implementation are covered by prevailing corporate and copyright laws.

Information NOT considered Confidential includes:

1. Information in the public domain or lawfully known to either party at the time of disclosure
2. Information, subsequent to disclosure, that becomes part of the public domain through no action of the non-disclosing party.

As such, in signing this agreement, both parties agree to hold confidential all discussions regarding and related to the material/information disclosed. Both parties further agree not to disclose or use, in any manner, any details regarding this material/information except as necessary for evaluation or as directed or agreed upon by the officers of the above parties.

The duration of this agreement is for a period of ______________, until the window of marketing opportunity has sufficiently passed, as determined by the officers of the above parties or not less than six (6) months. The Imagination Factory, Inc. reserves the right to discuss, display or otherwise demonstrate its technical, marketing and/or design capabilities related to the project (proposed or actual) provided that in so doing it does not infringe upon the rights of the PROSPECT.

Upon request following termination of this agreement, parties shall:

1. promptly return or destroy disclosed or proprietary information of the disclosing party and
2. certify same in writing to the disclosing party

Acceptance

The signature of both parties shall evidence acceptance of these terms.

________________________ your signature		_______ date
________________________ officer - the Imagination Factory, Inc		_______ date