English Legal Counsel Handbook - Non-disclosure agreement between the partiesMutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement the Agreement is made and effective DATE BETWEEN YOUR

ortunity to evaluate the Transaction and the mutual promises and covenants contained herein, the parties agree as follows:

1. Confidentiality Obligations. The Receiving Party agrees to hold in strict confidence and to not disclose any Evaluation Material to any other person or entity, except as provided in this Agreement or as otherwise authorized in writing by the Disclosing Party. The Receiving Party shall take appropriate measures to safeguard the Evaluation Material, including, but not limited to, using the same degree of care to avoid disclosure of the Evaluation Material as the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

2. Permitted Disclosures. The Receiving Party may disclose Evaluation Material only to its Representatives who have a need to know such information for the purpose of evaluating the Transaction and who have agreed to be bound by the terms of this Agreement. For purposes of this Agreement, “Representatives” means the officers, directors, employees, agents, attorneys, accountants, advisors, consultants, and other representatives of the Receiving Party who have a need to know the Evaluation Material for the purpose of evaluating the Transaction.

3. Exclusions. The obligations of confidentiality and non-use set forth in this Agreement shall not apply to any Evaluation Material that: (a) is or becomes publicly available through no fault of the Receiving Party or its Representatives; (b) was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party and without an obligation of confidentiality; (c) is rightfully obtained by the Receiving Party from a third party without an obligation of confidentiality; (d) is independently developed by the Receiving Party without reference to or use of the Evaluation Material; or (e) is required to be disclosed by law or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party of such requirement and cooperates with the Disclosing Party to seek a protective order or other appropriate remedy.

4. Ownership of Evaluation Material. The Evaluation Material and all intellectual property rights therein shall remain the property of the Disclosing Party. The Receiving Party shall not acquire any rights in the Evaluation Material except as expressly set forth in this Agreement.

5. Term. This Agreement shall continue in effect until the earlier of (a) the consummation of the Transaction or (b) written notice from either party to the other terminating this Agreement. Notwithstanding the termination of this Agreement, the obligations of confidentiality and non-use set forth herein shall survive for a period of [TERM], unless otherwise agreed in writing by the parties.

6. Remedies. The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the [State] without giving effect to its conflict of laws principles.

8. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, and agreements between the parties relating to such subject matter.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

[DISCLOSING PARTY NAME] [RECEIVING PARTY NAME]

By: __________________________ By: __________________________

Name: ________________________ Name: ________________________

Title: _________________________ Title: ________________________