CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is made effective as of March 20, 2003, between Contractee, of Some Street, Some City, Any State 00000, and Pari Ann Bell, of 2325 Fletcher Street, Anderson, Indiana 46016.

In this Agreement, the party who owns the Confidential Information will be referred to as "Company", and the party to whom the Confidential Information will be disclosed will be referred to as "V. Assistant".

Company is engaged in telecommuting by project needing contractual employment.  V. Assistant is engaged in telecommuting, Virtual Office Assistant, Basic Web Design by contract, temporary or long term as per project.  Information will be disclosed to V. Assistant to determine whether V. Assistant is capable of completing the project that Company needs to complete.  Company has requested that V. Assistant will protect the confidential material and information which may be disclosed between Company and V. Assistant.  Therefore, the parties agree as follows:

I.  CONFIDENTIAL INFORMATION.  The term "Confidential Information" means any information or material which is proprietary to Company, whether or not owned or developed by Company, which is not generally known other than by Company, and which V. Assistant may obtain through any direct or indirect contact with Company.

A. Confidential Information includes without limitation:
- business records and plans
- financial statements
- customer lists and records
- trade secrets
- technical information
- products
- inventions
- product design information
- computer programs and listings
- source code and/or object code
- copyrights and other intellectual property
and other proprietary information.

B.  Confidential Information does not include:
- matters of public knowledge that result from disclosure by Company
- information rightfully received by V. Assistant from a third party without a duty of confidentiality
- information disclosed by operation of law
- information disclosed by V. Assistant with the prior written consent of Company
and any other information that both parties agree in writing is not confidential.

II.  PROTECTION OF CONFIDENTIAL INFORMATION.  V. Assistant understands and acknowledges that the Confidential Information has been developed or obtained by Company by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Company which provides Company with a significant competitive advantage, and needs to be protected from improper disclosure.  In consideration for the disclosure of the Confidential Information, V. Assistant agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of Company.  In addition, V. Assistant agrees that:   

i.  No Copying/Modifying.  V. Assistant will not copy or modify any Confidential Information without the prior written consent of Company.

ii.  Application to Employees.  Further, V. Assistant shall not disclose any Confidential Information to any employees of V. Assistant, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement.  Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Company.

iii.  Unauthorized Disclosure of Information.  If it appears that V. Assistant has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Company shall be entitled to an injunction to restrain V. Assistant from disclosing, in whole or in part, the Confidential Information.  Company shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

III.  RETURN OF CONFIDENTIAL INFORMATION.  Upon the written request of Company, V. Assistant shall return to Company all written materials containing the Confidential Information.  V. Assistant shall also deliver to Company written statements signed by V. Assistant certifying that all materials have been returned within five (5) days of receipt of the request.

IV.  RELATIONSHIP OF PARTIES.  Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information.  This Agreement does not create any agency, partnership, or joint venture.

V.  NO WARRANTY.  V. Assistant acknowledges and agrees that the Confidential Information is provided on an AS IS basis.  Company MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL Company BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.  Company does not represent or warrant that any product or business plans disclosed to V. Assistant will be marketed or carried out as disclosed, or at all.  Any actions taken by V. Assistant in response to the disclosure of the Confidential Information shall be solely at the risk of V. Assistant.

VI.  LIMITED LICENSE TO USE.  V. Assistant shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above.  V. Assistant acknowledges that, as between Company and V. Assistant, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Company, even if suggestions, comments, and/or ideas made by V. Assistant are incorporated into the Confidential Information or related materials during the period of this Agreement.

VII.  GENERAL PROVISIONS.  This Agreement sets forth the entire understanding of the parties regarding confidentiality.  Any amendments must be in writing and signed by both parties.  This Agreement shall be construed under the laws of the State of Indiana.  This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party.  The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.

Information Owner:
Contractee

By:	_______________________________
Contractee
CEO

Recipient:
Pari Ann Bell

By:	_______________________________
Pari Ann Bell
Owner

Final Checklist for Confidentiality Agreement
Information Owner:  Contractee
Recipient:  Pari Ann Bell
March 19, 2003

Make It Legal

_____	The Confidentiality Agreement should be signed by both parties and becomes effective as of the date specified in the Agreement.

_____	It is advisable to sign two copies of the Agreement so that each party will have a copy with original signatures.

Copies

Give a signed copy of the document to:

_____	Contractee

_____	Pari Ann Bell

When to Consult a Lawyer

*	A lawyer should be consulted regarding any unique issues not addressed by this program.

Other Information

*	It is not necessary that the signatures be witnessed or notarized.

*	It is helpful for both parties if Contractee clearly marks all pages of all documents as "Confidential" before releasing such information to Pari Ann Bell.

*	In addition, Contractee may wish to maintain a list of all documents provided to Pari Ann Bell and/or make a copy of all such documents.

*	Original copies should be kept in a fire-proof and secure location.

Reasons to Update

*	Change in the conditions or terms of the Agreement.