RESEARCH PROJECT

This Guaranty, effective as of the date shown below, is given to ________________________, hereinafter referred to as "Company", by   ______________________, hereinafter referred to as YOU.

As an individual participant assigned to the Research Project, YOU will be exposed to information which Company considers to be confidential and proprietary.  YOU agree to keep such information secret and not to use it in any way except as set forth in this Guaranty. 

YOU understand that "Confidential Information" means all information to which YOU are exposed by Company or its agents or representatives.  YOU may be exposed to such information directly or indirectly, orally or in writing.  Such Confidential Information shall include any information related to research, development, production, control, sale and marketing strategy, data, technical information, know-how, process and product information, methods of manufacture, intangible assets and any derivative works made by YOU based upon Company Confidential Information, as well as the fact that you are providing services to Company and the nature of any projects on which you may provide services for Company.

YOU agree that YOU will not disclose either orally or in writing any Confidential Information, or any information which YOU develop based on Confidential Information, to any third party, nor will YOU use the Confidential Information in any way without the prior written authorization from Company, unless such information is now or hereafter becomes published or generally available to the public by no fault of YOU.  Even if such Confidential Information becomes available to the public, YOU agree not to reveal that such information was disclosed to YOU by Company, or was derived from information provided to YOU by Company.

YOU acknowledge that the Confidential Information is represented by Company to be confidential and proprietary information and property of Company and that YOU do not have any claim, right, title, property or other interest or license of any kind or nature in the Confidential Information.  YOU shall keep the Confidential Information in strict confidence for the sole benefit of Company.

Upon written request of Company, at termination of services to Company by YOU, YOU shall promptly return to Company any and all materials containing Confidential Information or derived from YOUR access to Company Confidential Information along with all reproductions thereof in any form which YOU may have in YOUR control or possession.

YOU also agree that all inventions, improvements and discoveries, which YOU may conceive or reduce to practice either solely or jointly with Company employees as a result of providing services to Company or which result from access to Company Confidential Information or samples received shall be the sole property of Company.  In addition, YOU agree to notify Company promptly in writing of any such inventions, improvements and discoveries, and if Company wishes to file a patent application for any such invention, improvement or discovery, YOU shall provide all reasonable assistance to Company, at Company's expense, in order to file and prosecute patent applications in any country or countries.

THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE PARTIES AGREE TO THE JURISDICTION AND VENUE OF THE U.S. DISTRICT COURTS FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION OR TEXAS STATE COURTS LOCATED IN DALLAS, COUNTY, TEXAS.

By:_______________________________________                       Date:_______________________________