Vermont Soapworks - Vermont Soapworks CONFIDENTIALITY AGREEMENT

Vermont Soapworks

CONFIDENTIALITY AGREEMENT

AGREEMENT made by and between Vermont Country Soap Corporation (the "Corporation") with its principal place of business at 616 Exchange Street, Middlebury, VT 05753 and ___________________ _____________ (the "Client"), with its principal place of business at ___________________________ ______________________________________.

WHEREAS, the Corporation and the Client own or possess confidential and proprietary information and know-how relating to certain scientific and business matters (the "Confidential Information");

WHEREAS, during the course of the business relationship between the parties, it may be necessary for the Corporation and the Client to disclose, each to the other, certain technical and trade secret information which each party regards as propriety and of a confidential nature;

BE IT KNOWN, the Corporation and the Client have furnished or shall furnish each to the other, Confidential Information under the following agreed conditions:

1. All Confidential Information shall be defined as: 1) all written information disclosed by each party to the other, that is marked on its face as either confidential or proprietary, 2) all oral information which, within 15 days after disclosure, is summarized and confirmed by the disclosing party to the recipient, in writing, as confidential or proprietary and 3) all information which is orally or visually disclosed by each party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, if it would be apparent to a reasonable person, familiar with the disclosing party’s business and the industry in which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the disclosing party.

2. The Corporation and the Client each agree to review, examine, inspect or obtain the Confidential Information solely for the purposes of the parties’ business relationship.

3. The Corporation and the Client each agree to maintain in confidence all Confidential Information received, each from the other, hereunder, and each party agrees not to disclose said Confidential Information to third parties without the prior written consent of the other party; provided, however, the Corporation acknowledges and agrees (a) that the Client utilizes the Corporation’s soap in the Client’s manufacture of cosmetic and related products for its customers, (b) that the Client may need to disclose the compositional breakdown of the raw materials used by the Corporation in its products for purposes of testing the Client’s products, including testing to determine if the products qualify for organic labeling and (c) to disclose the compositional breakdown of the raw materials used by the Corporation in its products to the Client upon the Client’s written request (which may be provided electronically) to enable the Client’s products to be tested as above provided.

4. The Corporation and the Client each agree not to make use of the Confidential Information received each from the other, other than in relation to the work which may be done between the parties or as otherwise permitted by this Agreement without the prior written consent of the other party.

5. The Corporation and the Client shall each be held to, at a minimum, the same standard of care in protecting the Confidential Information as each party normally takes to preserve and safeguard its own such proprietary and confidential information, but not less than a reasonable degree of care.

6. The Corporation and the Client each agree to restrict disclosure of the Confidential Information within their organizations to those persons having a need to know for purposes of the Agreement, and that such persons shall be advised of the obligations set forth in the Agreement and shall be obligated in like manner.

7. The confidentiality obligations of the parties under this Agreement shall not apply to information which:

a. at the time of disclosure is in the public domain; or

b. after disclosure by the disclosing party, becomes part of the public domain by publication or otherwise, other than by an unauthorized act or omission by the Corporation or the Client constituting a default under this Agreement; or

c. the Corporation or the Client can show by competent proof was in its possession at the time of the disclosure and which was not acquired, directly or indirectly, from the other party; or

d. the Corporation or the Client rightfully received from a third party, provided that the source of such information was not known by the recipient to be bound by a confidentiality agreement with the disclosing party in respect thereof or

e. was developed by the Corporation and the Client independent of any disclosure hereunder as shown by competent proof; or

f. is disclosed by the Corporation or the Client to anyone without use or confidentiality restriction;

g. is required by law, regulation or court order to be disclosed, provided that to the extent permissible in the circumstances the recipient promptly notifies the disclosing party in writing prior to making any such disclosure in order for the disclosing party to seek a protective order or other appropriate remedy from the proper authority and/or take such other action it deems necessary.

h. The Corporation and the Client hereby certify that their employees and/or consultants who will be in a position to learn any Confidential Information under this Agreement will have executed an employment or consultant contract protecting any and all such Confidential Information from disclosure as stated herein.

9. Upon written or electronic request by the Corporation or the Client, the other party shall return to the requesting party all complete or partial copies of the Confidential Information then in its possession. All documents, memoranda, notes and other writings whatsoever prepared by the recipient to the extent that they contain Confidential Information of the disclosing party shall be destroyed and, if requested by the disclosing party, such destruction shall be certified in writing to the disclosing party by an authorized officer supervising such destruction. Notwithstanding the foregoing, the recipient shall be permitted to retain one archival copy, to be kept confidential and segregated from the recipient’s regular files, solely for verification purposes and as necessary to comply with any legal or regulatory requirement.

10. The disclosure of the Confidential Information by one party to the other pursuant to this Agreement shall not in and of itself result in any commitment on the part of either party to enter into further agreements on the subject matter of this Agreement.

11. The Corporation and the Client each agree not to originate any publicity, news release or other public announcements, written or oral, whether to the public press or otherwise, relating to this Agreement, the parties business relationship, or the performance of either party hereunder without the prior written consent of the other party.

12. This Agreement and the obligations of confidentiality and non-disclosure relating to any Confidential Information disclosed pursuant to this Agreement shall remain in force for a period of three (3) years beginning on the date of execution, except with regard to information considered a “Trade Secret” with respect to which such obligation shall remain in effect for as long as the information remains a Trade Secret under applicable law. For purposes of this Agreement, the term “Trade Secret” shall mean any Confidential Information which was not previously known to a recipient, which derives independent economic value to the disclosing party from not being generally known to, and not being readily ascertainable by proper means by the public or other persons who can obtain economic value from its disclosure or use and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

13. The Corporation and the Client each warrant that they have the right to disclose the Confidential Information to the other party.

14. This Agreement shall be construed and interpreted in accordance with laws of the State of Vermont.

15. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. The parties acknowledge and agree to accept and be bound by facsimile or electronically transmitted copies of this Agreement and its counterparts.

NOW, THEREFORE, the undersigned parties hereby agree to the terms and conditions set forth above as of September 30, 2008.

VERMONT COUNTRY SOAP CORPORATION

BY: __________________________

Larry Plesent, CEO

Your company name __________________________.

BY: __________________________

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