English Confidentiality Agreement TemplateNON-DISCLOSURE AGREEMENT THIS AGREEMENT the "Agreement is entered into on this ____day of ___________ by and between _________________ located at ______

ment, technology or method; (iv) any concepts, ideas, techniques, know-how, trade secrets or other intellectual property; and (v) any other information that is marked or identified as confidential or that would reasonably be considered confidential under the circumstances of disclosure. (b) Confidential Information shall not include information that: (i) was already known to the Recipient prior to its disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act of the Recipient; (iii) is rightfully received by the Recipient from a third party without a duty of confidentiality; or (iv) is independently developed by the Recipient without reference to the Confidential Information. 2. Obligations of Recipient. The Recipient agrees to hold the Confidential Information in strict confidence and not to disclose any of the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under this Agreement. The Recipient shall use the Confidential Information solely for the purpose of evaluating the Transaction, and shall not use any of the Confidential Information for any other purpose without the prior written consent of the Disclosing Party. The Recipient shall take all reasonable measures to protect the Confidential Information from unauthorized use, including, but not limited to, ensuring that its employees, agents, or subcontractors to whom it discloses the Confidential Information are bound by confidentiality obligations no less protective than those contained herein. 3. Permitted Disclosure. The Recipient may disclose the Confidential Information to its employees, agents, and advisors who have a need to know such information for the purpose of evaluating the Transaction, provided that such employees, agents, and advisors are bound by confidentiality obligations no less protective than those contained herein. The Recipient may also disclose the Confidential Information if required by law or court order, provided that the Recipient gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy. 4. Return of Confidential Information. Upon the request of the Disclosing Party, the Recipient shall promptly return or destroy all Confidential Information, including all copies, extracts, or summaries thereof, and shall provide the Disclosing Party with written certification of such destruction. The Recipient shall not retain any copies, extracts, or summaries of the Confidential Information, except as required by law or regulation, and then only under conditions of confidentiality no less protective than those contained herein. 5. No License. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressly or implicitly, to any Confidential Information, or to any invention or patent, copyright, trademark, or other intellectual property right, except as may be necessary to carry out the purpose of this Agreement. 6. No Warranty. The Disclosing Party makes no warranty, express or implied, as to the accuracy or completeness of the Confidential Information furnished to the Recipient, and the Disclosing Party shall not be liable to the Recipient or any other person for any loss, damage, or expense that may arise from the use of the Confidential Information. 7. Term. This Agreement shall remain in effect until the earlier of: (a) the completion of the Transaction; or (b) the date on which the Disclosing Party notifies the Recipient in writing that it is terminating this Agreement. The obligations of confidentiality and non-use set forth in this Agreement shall survive the termination of this Agreement for a period of three (3) years. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law provisions. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may not be amended or modified except in writing signed by both parties. 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. DISCLOSING PARTY: ________________________ By:_____________ Name:_______________________ Title:_________________________ RECIPIENT: ________________________ By:_________________________ Name:_______________________ Title:________________________