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Walden 3-D Journal Subscription Agreement

THIS AGREEMENT is entered into effect on ____________________(date), between Walden 3-D, Inc. (the "Disclosing Party"), with offices at 1307 Emerald Green, Houston, Texas, 77094, and ________________________ (the "Receiving Party"), with offices at __________________, _____________, ____, __________, both of which may be referred to in this Agreement individually as the "Party" or collectively as the "Parties." In consideration of the provisions set out below, the Parties agree that:

1. The Receiving Party is will receive a periodic edition of the "Walden 3-D Journal," and will be invoiced for advance payment on a (check one) [] Editions 1-12, or [] Editions 1-72, at a rate of US$3,000. per 12 Editions per company, or US$12,000. per 72 Editions per company (simultaneous purchase of Editions 1-12 and Editions 13-72 is discounted 20% and is the same as a subscription to Editions 1-60).
2. The Disclosing Party will deliver the "Walden 3-D Journal" to the Receiving Party by means of (check all that apply):
   
   
   1. Yes [] No [] Web Access: username_______________; password_______________ (username and password provided by Disclosing Party when
      signing to Agree To and Accept this Subscription Agreement);
      
      
   2. Yes [] No [] E-Mail: company contact_________________________;
   3. Yes [] No [] E-Mail Text only, no attachments;
   4. Yes [] No [] E-Mail Text, attached .jpg and .gif image files only;
   5. Yes [] No [] E-Mail with attached Microsoft Word 98 files;
   6. Yes [] No [] E-Mail with attached Adobe Acrobat .pdf files;
      
      
   7. Yes [] No [] ftp: network address and password___________________________________________________;
      
      
   8. Yes [] No [] Surface Mail: address______________________________________________________________;
      
      
   9. Yes [] No [] Other requests:___________________________________________________________________.
      
      
   In the case of termination of delivery, including by death or disability of the Editor, H. Roice Nelson, Jr., Walden 3-D, Inc. will refund the value of all prepaid editions of the "Walden 3-D Journal" 3 (three) months from termination of delivery.
3. In connection with the use by the Receiving Party, or by any of its Affilliated or Subsidiary Companies, of certian intellectual ideas, conceived by the Disclosing Party, the Disclosing Party is willing, on the terms and conditions contained in this Agreement, to share certain confidential and proprietary information to the Receiving Party in the periodic "Walden 3-D Journal." In this Agreement, all data, documents, and other information actually disclosed to the Receiving Party is "Confidential Information," and shall be so marked on each page.
4. In reviewing material provided by the Disclosing Party, the Receiving party agrees to evaluate "Confidential Information," with a view to assessing whether there is potential for mutual development, commercialization, or patent protection of the ideas disclosed. There is no obligation on the part of the "Receiving Party" to proceed beyond this evaluation, and any steps towards mutual development, commercialization, or patent protection of the ideas disclosed will be on a first come, first serve basis from any subscriber or group of subscribers to the "Walden 3-D Journal."
5. In consideration of the disclosure referred to in Paragraph 1 above, the Receiving Party agrees that all Confidential Information shall be kept strictly confidential and shall not be used, licensed, published, or otherwise disclosed to any person not an employee of the Receiving Party, including photocopy, facsimile transfer, electonic media transfer, forwarding any part or all of an edition of the Walden 3-D Journal, sharing the relevent world-wide-web access username and password, or other means of reproduction, without the Disclosing Party's prior written consent.
6. The Receiving Party may disclose Confidential Information without the Disclosing Party's prior written consent when the disclosed information:
   1. can be shown to have already been known to the Receiving Party, without violation of any other confidentiality obligation, as of the date of its disclosure to the Receiving Party under this Agreement;
   2. is already in possession of the public or becomes available to the public, other than through the act or omission of the Receiving Party in violation of this Agreement;
   3. is required to be disclosed under an applicable law, order, decree, regulation, or rule of:
      1. a governmental entity having jurisdiction over the Receiving Party, or
      2. any regulatory entity, securities commission, or stock exchange on which the securities of the Receiving Party or any of its Affiliated Companies are or are to be listed;
      provided in either case that the Receiving Party shall give written notice to the Disclosing Party before making the disclosure;
   4. is acquired independently from a third party who has the right to disseminate it at the time it is acquired by the Receiving Party; or
   5. can be shown to have been independently developed by the Receiving Party without having access to the Confidential Information provided by the Disclosing Party.
7. The Receiving Party may disclose the Confidential Information without the Disclosing Party's prior written consent to the following persons or entities so long as such person or entities are bound under a confidentiality agreement with the Receiving Party:
   1. employees, officers, and directors of the Receiving Party;
   2. employees, officers, and directors of any of its Affiliated Companies; provided that the Receiving Party guarantees the adherence of the Affiliated Company and its employees, officers, and directors to the terms of this Agreement (in this Agreement "Affiliated company" shall include a Party's ultimate parent company and any company more than fifty percent (50%) of the capital stock of which is owned directly or indirectly by that ultimate parent company); and
   3. any professional consulting agent retained by the Receiving Party or its Affiliated Company for the purpose of establishing technical feasibility or development of ideas.
8. The Receiving Party shall use all reasonable endeavors to ensure that all persons to whom the Confidential Information is disclosed under this Agreement shall keep that information confidential and shall not disclose nor divulge it to any unauthorized person.
9. Unless extended or superseded by mutual agreement, the confidentiality obligations in this Agreement shall terminate on the first to occur of:
   1. receipt by the Receiving Party of Disclosing Party's written notice that the Disclosing Party's obligations of confidentiality with regard to the "Confidential Information" have expired, or
   2. two (2) years following the date of a specific edition of the periodic Walden 3-D Journal, or
   3. establishment of intellectual protection through issue of patent(s).
10. The Disclosing Party makes no representations or warranties, expressed or implied, as to the quality, accuracy, and completeness of the disclosed Confidential Information.
11. This agreement shall be construed and interpreted in accordance with the laws of the State of Texas.
12. This Agreement shall inure to the benefit of and bind the respective successors, heirs, representatives, and permitted assigns of the Parties.
13. This Agreement is the full and complete agreement of the Parties with respect to the disclosure of the "Confidential Information" and through the "Walden 3-D Journal," supersedes and cancels all prior communications, understandings, and Agreements between the Parties, whether oral or written, expressed or implied, in respect of that subject matter. This Agreement may not be amended, except by a written instrument signed by the authorized representative of each Party.

For the Receiving Party:

_____________________________

By: _________________________

Title: ______________________

_____________________________
("Receiving Party")

Date: _______________________

Agreed and Accepted by:
Walden 3-D, Inc.
("Disclosing Party")


_____________________________
By: H. Roice Nelson, Jr.
Founder and Newsletter Editor