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In connection with such business relationship, each of us (the "Disclosing Party") will provide the other (the "Receiving Party") with such written and oral information, in its discretion, as it determines to be relevant to such discussions or is requested by the Receiving Party, which shall include information obtained in discussions with officers, directors, employees or agents of the Disclosing Party or observed on the premises of the Disclosing Party, which is not available to the general public concerning the Disclosing Party, including, by way of example and not by way of limitation of the information to be disclosed, information regarding the Disclosing Party's technology, customers, products, employees, results of operation, assets and financial condition.

As used herein the term "Confidential Information" shall include any and all of the information referred to in the preceding paragraph and all customer documentation, designs, data, reports, records, forecasts, interpretations, analyses, compilations, studies or other documents prepared by the Disclosing Party or others containing or otherwise reflecting any of such information.


However, Confidential Information shall not include information which: (i) is or becomes generally known to the public, other than through the failure of the Receiving Party or its officers, directors, employees or agents to fulfill their obligations under this Agreement, (ii) was already known to the Receiving Party on a non-confidential bases prior to disclosure under this Agreement, as evidenced by the Receiving Party's written and dated records existing prior to the date of such disclosure, or (iii) is subsequently disclosed to the Receiving Party on a non-confidential bases by a third party which has no obligation of confidentiality to the Disclosing Party with respect to such information.


All confidential information will be held and treated by the Receiving Party in confidence and used only for the purpose of evaluation the products and/or technology of the Receiving Party or a possible Relationship (the "Evaluation") and will not be disclosed to any other person, except to the officers, directors, employees, and agents of the Receiving Party who need such information for purposes of their Evaluation and who have a similar obligation of confidentiality with respect to the Confidential Information as that undertaken hereunder. Notwithstanding the preceding sentence, the Receiving Party shall be allowed hereunder to disclose Confidential Information in response to a valid order of a court or other governmental body or any political subdivision thereof, but only to the extent of and for the purposes of such order, provided however that the Receiving party shall first notify the Disclosing Party in writing of such order and permit the Disclosing Party to seek an appropriate protective order.


Non-Use of Confidential Information

The Receiving Party further agrees not to use any of the Confidential Information for any purpose other than for the Evaluation by the authorized personnel of the Receiving Party referred to in paragraph 1, for the purposes of accomplishing a Relationship, without the prior written consent of the Disclosing Party.



In Furtherance of the foregoing and in consideration of each of us providing Confidential Information to the other hereunder, each of us agrees that for a period of three years after the date of this Agreement, neither of us nor any Affiliate of ours shall, in any manner directly or indirectly with others, hire, solicit, or accept the employment of, any employee or person who has been an employee of the other party during the then previous year.


Return of Information

The Receiving Party agrees, promptly upon the request of the Disclosing Party, and in any event upon conclusion of the Receiving Party's evaluation of any Confidential Information and determination not to pursue a possible Relationship, to: (a) return all copies of any written materials and documents embodying Confidential Information which have been provided to the Receiving Party by or on behalf of the other party, and (b) destroy all copies of any written materials and documents prepared by the Receiving Party or on the Receiving Party's behalf which are based upon or include any reference to Confidential Information.


Injunctive Relief

Each of us agrees that irreparable injury will result to the Disclosing Party from the violation or breach of any provision of this Agreement by the Receiving Party, and that damages to the Disclosing Party from any breach by the Receiving Party of the covenants set forth in this Agreement and the injury to the Disclosing Party from any such breach would be impossible to calculate, and therefore that money damages alone would be an inadequate remedy for any such breach. Accordingly, the Receiving Party agrees that in the event of any breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled, in addition to all other remedies it may have at law or in equity, to injunctions, specific performance or other appropriate orders to restrain any such breach without showing or proving any actual damage to the Disclosing Party.


Applicable Law

This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of Nevada.


Costs of Legal Action

Should any party institute any action or proceeding to enforce this Agreement or any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.



This Agreement confers no intellectual property rights on either party hereto, except the limited right to use the other party's Confidential Information as set forth in the last paragraph of Section 1 above. Neither party hereto has any obligation under this Agreement to purchase any service or product from the other party. Neither party hereto intends the creation of any agency or partnership arrangement between them as a result of this Agreement.

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