CDA Extension Agreement

CDA EXTENSION AGREEMENT

This Confidential Disclosure Agreement Extension (this "Extension") is made and entered into as of Effective Date: by and between Disclosing Party: with a principal place of business at , and Receiving Party: with a principal place of business at .

RECITALS

WHEREAS, the parties entered into a Confidential Disclosure Agreement titled: effective as of Original Agreement Date: (the "Original Agreement");

WHEREAS, the parties wish to extend the term and certain obligations of the Original Agreement as set forth in this Extension and to confirm that all remaining provisions of the Original Agreement remain in full force and effect, except as expressly modified herein; and

WHEREAS, capitalized terms used but not defined in this Extension shall have the meanings assigned to them in the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. EXTENSION OF TERM

1.1 Extension. The term of the Original Agreement as to Confidential Information disclosed prior to the Effective Date of this Extension is hereby extended until New Expiration Date: . Alternatively, if the parties prefer the term to be extended by a set period, Additional Months of Extension: months from the date the Original Agreement would otherwise expire shall apply only if both parties indicate such intent by checking the box: .

1.2 No Other Amendments. Except as expressly set forth herein, the Original Agreement remains unchanged and in full force and effect. This Extension shall not be construed as a waiver of any rights under the Original Agreement except as set forth herein.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Continued Obligations. All confidentiality, non-use, non-disclosure and other obligations with respect to Confidential Information (as defined in the Original Agreement) shall continue for the extended term specified in Section 1 and shall survive termination or expiration of the Original Agreement to the extent provided therein.

2.2 Standard of Care. The Receiving Party shall continue to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care.

3. RETURN OR DESTRUCTION

3.1 Upon the written request of the Disclosing Party (which request may be made at any time during or after the extended term), the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control and certify in writing that it has complied with this obligation, except to the extent retention is required by law or internal document retention policies for a specific documented reason.

4. REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has the full corporate power and authority to enter into this Extension and to perform its obligations hereunder, and that the execution and delivery of this Extension and the performance of its obligations do not and will not violate any contractual obligation, law or regulation to which it is subject.

5. REMEDIES

5.1 Injunctive Relief. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality obligations and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief, without the requirement to post a bond, in addition to any other remedies available at law or in equity.

5.2 Cumulative Remedies. The remedies provided in this Extension are cumulative and in addition to any other remedies available to a party under the Original Agreement, at law or in equity.

6. INDEMNIFICATION

To the extent permitted by applicable law and except as otherwise provided in the Original Agreement, each party shall indemnify, defend and hold harmless the other party from any claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of its confidentiality obligations under the Original Agreement as extended by this Extension.

7. NOTICES

Notices to Disclosing Party

Notices to Receiving Party

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid, to the addresses specified above or to such other address as a party may designate by written notice in accordance with this Section.

8. GOVERNING LAW

This Extension shall be governed by and construed in accordance with the laws of State: without regard to conflict of laws principles.

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 Entire Agreement. This Extension, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter, except that the Original Agreement remains in full force and effect except as amended by this Extension.

9.2 Severability. If any provision of this Extension is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Extension shall remain in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. Any amendment or modification of this Extension shall be effective only if in writing and signed by authorized representatives of both parties.

10.2 Waiver. No failure or delay by either party in exercising any right under this Extension shall constitute a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

10.3 Counterparts. This Extension may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective to bind the parties.

11. MISCELLANEOUS

The parties acknowledge that they have read and understood this Extension, that they have had the opportunity to consult counsel, and that this Extension is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

ADDITIONAL TERMS / AMENDMENTS

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