Confidentiality Nondisclosure Acknowledgement

CONFIDENTIALITY NONDISCLOSURE ACKNOWLEDGEMENT

Effective Date:

RECITALS

WHEREAS, the Disclosing Party possesses confidential, proprietary, and trade secret information relating to its business, products, services, processes, customer lists, technical data, know-how and other proprietary matters (collectively, "Confidential Information"); and

WHEREAS, the Receiving Party desires to receive certain Confidential Information for the limited purpose described below and agrees to protect and limit disclosure of such Confidential Information in accordance with the terms of this Acknowledgement; and

WHEREAS, the parties intend by this instrument to establish binding obligations with respect to the receipt, use, protection and return or destruction of Confidential Information.

SCOPE OF WORK / PURPOSE

The Receiving Party will receive Confidential Information solely for the following permitted purpose: reviewing, evaluating and performing activities reasonably related to the business relationship described below (the "Purpose").

PAYMENT TERMS

In consideration for services related to the Purpose, the Receiving Party shall compensate the Disclosing Party as follows.

TERM AND TERMINATION

This Acknowledgement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Acknowledgement for material breach that is not cured within the notice period set forth above. Termination does not relieve the Receiving Party of obligations with respect to Confidential Information received prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by the Disclosing Party, whether oral, written, graphic, electronic or in any other form, including but not limited to business plans, financial information, forecasts, customer lists, product designs, prototypes, software, technical data and trade secrets.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Acknowledgement by the Receiving Party; (b) is lawfully obtained by the Receiving Party from a third party without restriction; (c) was already in the Receiving Party's lawful possession prior to disclosure as evidenced by written records; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Obligations: The Receiving Party shall (i) 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; (ii) use Confidential Information solely for the Purpose; (iii) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (iv) take reasonable steps to prevent unauthorized disclosure or use.

Compelled Disclosure: If the Receiving Party is legally compelled to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice (where permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of the Confidential Information that is legally required and will use reasonable efforts to obtain confidential treatment.

Return or Destruction: Upon termination of this Acknowledgement or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and, at the Disclosing Party's option, certify in writing the destruction of all copies within days.

No License: Nothing in this Acknowledgement grants the Receiving Party any rights under any patent, copyright, trade secret or other intellectual property right of the Disclosing Party except as expressly set forth herein.

Remedies: The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Acknowledgement and that the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

GOVERNING LAW; VENUE

This Acknowledgement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Acknowledgement.

ENTIRE AGREEMENT; AMENDMENT

This Acknowledgement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Acknowledgement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

ACKNOWLEDGEMENT

The undersigned Receiving Party acknowledges receipt of Confidential Information and agrees that it has read, understands and will comply with the terms of this Confidentiality Nondisclosure Acknowledgement. The undersigned certifies that it has authority to bind the party on whose behalf it signs.

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