THIS AGREEMENT is entered into and made effective as of the XXth day of MONTH, YYYY, by and between GHG Corporation, a COMPANY NAME, having a place of business at 1100 Hercules Avenue, Houston, Texas 77058 (hereinafter "GHG") and COMPANY NAME, a STATE Corporation, having a place of business at ADDRESS (hereinafter ¡°COMPANY NAME "), concerning proprietary information which COMPANY NAME may furnish to the other relating to GHG hosting of eEMS (hereinafter "Proprietary Information").

In consideration of the premises and the actual promises made herein, the parties intending to be legally bound hereby agree as follows:

1. GHG will treat all information furnished by COMPANY NAME with the same care and discretion, as the GHG uses to protect its own proprietary or confidential information. Disclosure by the GHG shall be limited to its employees who are directly involved in such activity.

2. GHG shall be restricted from disclosing Proprietary Information of the other party pursuant to a judicial or governmental order. Provided, that any such disclosure shall be made only to the extent so ordered, and provided further, that the party receiving an order shall timely notify the other party so that it may intervene in response to such order.

3. This Agreement shall be governed by the laws of the State of Texas.

GHG CORPORATION

BY: ____________________

TITLE: General Manager

DATE: DATE