Licensee Disclosure Agreement

LICENSEE DISCLOSURE AGREEMENT

This Licensee Disclosure Agreement (the "Agreement") is entered into as of by and between Licensor Name: with principal address at , and Licensee Name: with principal address at .

Recitals

WHEREAS, Licensor possesses certain proprietary information, technical data, know-how and other materials related to the subject matter described as: (the "Disclosed Materials");

WHEREAS, Licensee requires access to the Disclosed Materials for the limited purpose of evaluating, testing, or exploiting the licensed subject matter pursuant to a separate or prospective license; and

WHEREAS, the parties desire to set forth their respective duties and obligations with respect to disclosure, protection and return of the Disclosed Materials.

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. Definitions

1.1 "Confidential Information" means all non-public information disclosed by Licensor to Licensee, whether disclosed orally, visually or in writing, including but not limited to technical data, prototypes, specifications, software, business plans, financial information, and trade secrets, and any copies thereof, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Licensee; (b) was known to Licensee prior to disclosure as shown by written records; (c) is rightfully received by Licensee from a third party without restriction; or (d) is independently developed by Licensee without use of or reference to Licensor's Confidential Information.

2. Disclosure and Use

2.1 Licensee shall use Confidential Information solely for the Purpose of evaluating and performing under any license contemplated by the parties and shall not use Confidential Information for any other purpose, including competitive development or commercial exploitation, except as expressly permitted in writing by Licensor.

2.2 Licensee shall treat Confidential Information with at least the same degree of care that Licensee uses to protect its own confidential information but in no event less than a reasonable standard of care. Licensee shall not disclose Confidential Information to any third party except to those employees, contractors or affiliates who have a strict need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein.

3. Permitted Disclosures

3.1 Notwithstanding the foregoing, Licensee may disclose Confidential Information to the extent required by applicable law, regulation, or valid order of a court or regulatory authority; provided that Licensee gives Licensor prompt written notice of such requirement (to the extent legally permitted), reasonably cooperates with Licensor's efforts to seek confidential treatment or a protective order, and discloses only that portion of the Confidential Information that Licensee is legally required to disclose.

3.2 Licensee shall be liable for any breach of the obligations set forth in this Agreement by any persons to whom Licensee has permitted disclosure.

4. Term and Termination

4.1 Unless earlier terminated in accordance with this Agreement, the confidentiality obligations set forth herein shall survive for a period of years from the date of disclosure of the Confidential Information or for such longer period as is required by applicable trade secret law.

4.2 Upon termination or upon Licensor's written request, Licensee shall promptly return or, at Licensor's election, destroy all Confidential Information and certify in writing that all copies have been returned or destroyed within days.

5. Representations, Warranties and Disclaimers

5.1 Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Licensor represents that to the best of its knowledge it has the right to disclose the Confidential Information to Licensee for the Purpose.

5.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE CONFIDENTIAL INFORMATION.

6. Indemnification

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, employees and agents from and against any and all liabilities, losses, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's breach of this Agreement or the unauthorized use or disclosure of the Confidential Information by Licensee or its permitted recipients.

7. Remedies

Because monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information, Licensor shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or curtail any such breach or threatened breach without the requirement to post bond or other security and without limiting any other remedies.

8. Limitation of Liability

EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR OBLIGATIONS UNDER SECTION 6 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

9. Notices

10. Amendments; Waiver; Counterparts

10.1 This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver.

10.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed binding.

11. Governing Law; Severability; Entire Agreement

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

11.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

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

12. Miscellaneous

12.1 The parties agree that the obligations in this Agreement relating to protection of Confidential Information are binding upon their successors and permitted assigns. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to a successor in interest by merger or sale of substantially all of the assigning party's assets provided that such successor assumes all obligations under this Agreement.

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