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15-08[b] Form: Confidentiality Agreement CONFIDENTIALITY AGREEMENT It is understood that a business relationship is or may be contemplated between the undersigned parties, AAA and BBB. In this regard, AAA (hereinafter "A") will furnish certain confidential, proprietary information and materials (the "Confidential Information") to BBB (hereinafter "B"). The nature of the substance of the Confidential Information has been divulged to B. NOW, THEREFORE, in consideration of A furnishing the Confidential Information, and of the mutual covenants contained herein, the undersigned agree as follows: 1. The parties stipulate that the Confidential Information provided by A, whether on paper, communicated electronically or orally, or in any other form, is confidential and proprietary, and has independent economic value, and as such the Confidential Information constitutes the confidential property of A. 2. B (and its agents, employees and other representatives) agrees to use the Confidential Information solely in connection with the existing or contemplated business relationship, and agrees that the Confidential Information shall not be used for any other purpose or disclosed to any third party under any circumstances whatsoever, unless specifically agreed to by A in writing. 3. B shall instruct each of its employees who will have access to any Confidential Information as to its confidential nature and each such employee shall agree not to disclose the Confidential Information to anyone for any purpose without the express authorization of A. B agrees to be responsible for any breach of this Agreement by any of its employees. not related to the contemplated business relationship. 4. Upon the termination of the business relationship between the parties for any reason, B shall immediately return all documents and other written, graphical or electromagnetic records or documentation, and any and all other material of any kind, relating to any of the Confidential Information, and will not retain any copies, extracts or other reproductions of any such materials, in whole or in part. 5. B agrees that this Agreement shall remain in force and effect, from the date hereof, during the term of its business relationship with A and for a period of three years following the termination of the relationship for any reason. 6. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the United States of America and the State of New York, without regard to its principles of conflicts of law. In any action brought with respect to this Agreement, the parties hereby consent to the personal jurisdiction of each federal and state court in the State of New York. 7. In the event of any breach of this Agreement, B agrees that A shall be entitled to injunctive relief as a cumulative and not necessarily successive or exclusive remedy to a claim for monetary damages. 8. There are no understandings, agreements or representations, express or implied, with respect to the subject matter hereof that are not specified herein. This Agreement