Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of the Disclosing Party, whether or not such information is identified as Confidential Information by the Disclosing Party. Confidential Information may be written, oral, or recorded in any medium, including but not limited to electronic or digital media.

Obligations of Receiving Party

The Receiving Party shall:

• Hold the Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials);

• Not disclose any such Confidential Information or any information derived therefrom to any third person without the prior written consent of the Disclosing Party;

• Use the Confidential Information solely for the Purpose;

• Return or destroy all tangible materials embodying Confidential Information (in any form) promptly upon the Disclosing Party's request.

Exclusions from Confidential Information

The Receiving Party's obligations 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 Disclosing Party;

• Learned by the Receiving Party through legitimate means other than from the Disclosing Party or 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 Termination - Termination Notice 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, mask work right, or copyright 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.