Exhibit 10.1


 


                                        ,
200


 


Ladies
and Gentlemen:


 


I
am discussing with Tuesday Morning Corporation, a Delaware corporation
(together with its subsidiaries and affiliates, the “Company”), the possibility
of becoming a director.  In that regard
or in connection with serving as a director, I may be provided certain
information and data which the Company wishes to keep confidential, including,
but not limited to, information regarding the Company’s governance, board of
directors, management, plans, strategies, business, finances or operations,
including information relating to financial statements, evaluations, plans,
programs, customers, plants, equipment and other assets, products, processes,
manufacturing, marketing, research and development, know-how and technology,
intellectual property and trade secrets and information which the Company has
obtained from third parties and with respect to which the Company is obligated
to maintain confidentiality (collectively, the “Confidential Information”).  Except as provided in this Letter Agreement
or as required by Delaware law based on my fiduciary duties as a director of
the Company, I will not disclose any of the Confidential Information to third
parties or use any of the Confidential Information other than in connection
with serving as a director of the Company or evaluating becoming such a
director, without in each instance securing the prior written consent of the
Company.


 


Confidential Information
does not include information which (a) is or becomes known publicly
through no fault of mine; (b) I have learned from a third party who I
believe in good faith is entitled to disclose it; (c) which is already
known to me before disclosure by the Company; or (d) is independently
developed by me.


 


Nothing contained in this
Letter Agreement prevents me from disclosing Confidential Information to (i) officers,
directors, accountants and counsel for the Company, (ii) to my counsel or (iii) to
my advisors who need to know the information to advise me and who sign a
non-disclosure agreement providing equivalent protection to the Company as is
provided under this Letter Agreement.


 


If
I am requested or become legally compelled (by deposition, interrogatory,
request for documents, subpoena, civil investigative demand or similar process)
to disclose any Confidential Information, I will use reasonable best efforts to
provide the Company with notice of such request or requirement so that the
Company may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this Letter Agreement.  In the event that a protective order or other
remedy is not obtained, or that the Company waives compliance, I may furnish
such portion of the Confidential Information that I am legally required to
disclose and will use reasonable efforts to obtain assurance that confidential
treatment will be accorded the Confidential Information.


 


 

















 


                                ,
200


Page
2


 


I
agree that my obligations under this Letter Agreement will expire three years
following the termination of my tenure as a director of the Company.


 


This
Letter Agreement shall be governed and construed under the laws of the State of
Delaware, without regard to conflict of laws principles.


 


Very
truly yours,


 


Acknowledged
this            day of
                                            ,
200


 


TUESDAY
MORNING CORPORATION


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title: