Before you download the Desktop Edition program, please read the confidentiality and non-disclosure agreement. If you accept the terms of this agreement, click the appropriate radio button value and then click the Download now button. Instructions on how to download and install the program will be displayed.

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Confidentiality and Non-Disclosure Agreement

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into effective by and between Arrowhead Promotion and Fulfillment Company, Incorporated, a Minnesota corporation ("APF"), and the current user ("Potential Customer").

WHEREAS, APF has developed certain software (the "Software") that is generally described as content delivery system with publishing capability and known and identified under the federally registered trademark Desktop Edition ®; and

WHEREAS, APF and Potential Customer have entered into and/or will enter into discussions (the "Discussions") regarding the design and mechanics of the Software and the possible use by Potential Customer of the Software on a non-exclusive basis; and

WHEREAS, in connection with the Discussions, Potential Customer will obtain limited access to and use of the Software on a demonstration or evaluation basis; and

WHEREAS, the parties agree that the Software consists of and contains confidential and proprietary information, know-how and trade secrets as more fully set forth below; and

WHEREAS, the parties acknowledge that APF would not enter into or continue the Discussions in the absence of the protections contained herein, and that APF desires to protect information regarding the Software that is confidential both during and subsequent to the Discussions.

NOW, THEREFORE, for good and valuable consideration, including the recitals set forth above, the receipt and sufficiency of which are herewith acknowledged, it is agreed as follows:

1. Confidential Information. For purposes of this Agreement "Confidential Information" shall include without limitation all data, formulae, processes, designs, drawings, specifications, reports, studies, ideas, written information, descriptions, instructions, programs, codes, technology, know-how, inventions, goodwill, strategies, business plans, methods and models, technological developments, sales and production techniques and all other information, both tangible and intangible, relating to the Software, including the name Desktop Edition ®. Confidential Information shall also include all documents, records, software, tangible and intangible property, goodwill, trade secrets and customer, vendor, distributor and supplier information relating to the Software. Confidential Information does not include information that becomes common public knowledge by means other than a wrongful act by Potential Customer hereunder.

2. Acknowledgment by Potential Customer. Potential Customer acknowledges that the Confidential Information constitutes confidential and proprietary information and trade secrets belonging to APF.

3. Prohibited Acts in General. Except as is otherwise specifically permitted by this Agreement, Potential Customer agrees that it will not, without the prior written consent of APF, directly or indirectly, do or permit any of the following:
   1. Use all or any of the Confidential Information for its own purposes.
   2. Publish or disclose any of the Confidential Information to third parties.
   3. Permit the Confidential Information to be reviewed or received by third parties. This includes showing the same as a sample or illustration of Potential Customer's work or products.
   4. Permit the Confidential Information to be communicated to or viewed by employees, agents and personnel of Potential Customer, with the exception of those employees, agents or personnel whose duties justify and require the need to know and/or view the same. Potential Customer shall take reasonable steps to insure that such employees, agents or personnel agree to treat the Confidential Information as confidential.
   5. Represent that it has any rights, ownership or other interest in the Confidential Information.
      
      
4. Return of Confidential Information; Agreement not to Duplicate. Upon termination of the Discussions, and unless the parties otherwise agree in writing, Potential Customer shall immediately return to APF all Confidential Information in its possession. Potential Customer shall not copy, reproduce, reverse engineer or otherwise duplicate all or any portion of the Confidential Information.
5. Enforcement and Damages. In the event that Potential Customer shall violate any of the foregoing provisions of this Agreement, APF shall have the right to seek injunctive relief to enforce the same and any other remedy and damages allowed to it in law or in equity and to collect from Potential Customer reasonable attorney's fees and costs incurred in bringing such legal or equitable action or otherwise enforcing the terms of this Agreement. Any action involving the interpretation or enforcement of this Agreement shall be brought in the District Court of Itasca County, Minnesota, and both parties hereby submit to the jurisdiction of such court for such purpose.