Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes all information, whether written, oral, or otherwise, that is disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") and is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Confidential Information includes, but is not limited to, business plans, financial data, customer information, trade secrets, and proprietary technology.

Obligations of Receiving Party

The Receiving Party shall:

• Maintain the confidentiality of the Confidential Information and exercise the same degree of care in protecting the Confidential Information as it uses for its own confidential information, but in no case less than reasonable care;

• Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;

• Use the Confidential Information solely for the purpose of evaluating or engaging in discussions concerning the business opportunity;

• Limit disclosure of the Confidential Information to its employees, agents, or affiliates who have a need to know the information for the purpose of evaluating or engaging in discussions concerning the business opportunity and who are bound by confidentiality obligations at least as restrictive as those contained herein;

• Promptly return or destroy all materials containing Confidential Information upon the Disclosing Party's request.

Exclusions from Confidential Information

The obligations of the Receiving Party under this Agreement do not extend to information that is:

• Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;

• Discovered or created by the Receiving Party before disclosure by the Disclosing Party;

• Learned by the Receiving Party through legitimate means other than from the Disclosing Party or the Disclosing Party's representatives; or

• Disclosed with the prior written approval of the Disclosing Party.

Term

This Agreement shall commence on the date first written above and shall continue in effect until the Confidential Information disclosed under this Agreement ceases to be confidential or until terminated by either party by providing thirty (30) days’ written notice to the other party.

No License

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, trademark, copyright, or other proprietary rights of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

No Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

This Agreement may not be amended except by a writing signed by both parties hereto.

This Agreement shall be governed by and construed in accordance with the laws of Governing Law - State/Country, without regard to its conflicts of law principles.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality Agreement as of the day and year first above written.