Confidentiality Acknowledgment Agreement

CONFIDENTIALITY ACKNOWLEDGMENT AGREEMENT

This Confidentiality Acknowledgment Agreement ("Agreement") is made as of between Disclosing Party: located at and Receiving Party: located at .

RECITALS

WHEREAS, Disclosing Party possesses proprietary, confidential and trade secret information including but not limited to technical data, business plans, customer lists, pricing, product designs, financial information, methodologies, and other information (collectively, "Confidential Information"); and

WHEREAS, Receiving Party acknowledges that receipt of Confidential Information is necessary for evaluation of a business relationship or performance of services and that improper disclosure or use of such information would cause irreparable harm to Disclosing Party; and

WHEREAS, the parties desire to establish the terms under which Confidential Information will be handled, used and protected.

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, whether oral, written, electronic or tangible, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business and marketing plans, technology and technical information, product designs, financial information, forecasts, customer and supplier lists, and any analyses, compilations or derivations thereof.

Confidential Information does not include information that Receiving Party can demonstrate by competent written proof: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Receiving Party; (b) was in Receiving Party's possession prior to receipt from Disclosing Party without a duty of confidentiality; (c) is rightfully received from a third party without similar confidentiality restrictions; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

2. ACKNOWLEDGMENT AND SCOPE OF MATERIALS

Receiving Party acknowledges receipt of the following Confidential Materials and accepts the obligations set forth herein with respect to such materials:

3. NON‑DISCLOSURE AND USE RESTRICTIONS

Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for the purpose of evaluating or performing the business relationship between the parties and for no other purpose.

Receiving Party may disclose Confidential Information only to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained in this Agreement. Receiving Party shall be responsible for any breach of this Agreement by its representatives.

4. PERMITTED DISCLOSURES

If Receiving Party is required by applicable law, regulation, or valid order of a court or other governmental body to disclose Confidential Information, Receiving Party shall provide Disclosing Party with prompt written notice of such requirement to the extent legally permitted so that Disclosing Party may seek a protective order or other appropriate remedy. Receiving Party shall disclose only that portion of Confidential Information that is legally required and shall cooperate with Disclosing Party in any attempt to obtain confidential treatment.

5. RETURN OR DESTRUCTION OF MATERIALS

Upon Disclosing Party's written request, Receiving Party shall promptly return or, at Disclosing Party's election, destroy all originals and copies of Confidential Information in Receiving Party's possession or control and shall certify in writing that such return or destruction has been completed within ten (10) days of the request.

Return materials to Disclosing Party

Destroy materials and certify destruction in writing

6. TERM

The obligations of Receiving Party with respect to each item of Confidential Information shall continue for a period of years from the date of disclosure, except with respect to trade secrets, for which protection shall continue for so long as such information retains the status of a trade secret under applicable law.

7. REMEDIES

Receiving Party acknowledges that monetary damages may not be a sufficient remedy for breach of this Agreement and that Disclosing Party shall be entitled, without waiver of any other rights or remedies, to seek injunctive or equitable relief to prevent or curtail any such breach or threatened breach. Such remedies shall be in addition to any other remedies available at law or in equity.

8. NO LICENSE

Nothing in this Agreement grants Receiving Party any right, title or license to the Confidential Information except as expressly set forth herein. All intellectual property rights in the Confidential Information remain with Disclosing Party.

9. GOVERNING LAW

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

10. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing in accordance with this Section.

11. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. A waiver of a breach shall not constitute a waiver of any subsequent breach.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the intent of the parties as nearly as possible.

13. ENTIRE AGREEMENT

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

14. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Disclosing Party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.

15. ADDITIONAL ACKNOWLEDGMENTS

Receiving Party certifies that it has read and understands this Agreement and agrees to be bound by its terms. Receiving Party further acknowledges that unauthorized use or disclosure of Confidential Information may cause immediate and irreparable injury to Disclosing Party.

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