1.

Confidential Information shall mean without limitation all know-how, trade secrets, technical information, business
opportunities, data, specifications, plans, drawings, financial performance measures, experience or knowledge,
heretofore or hereafter provided by any Party to any other Party (whether transmitted in writing, orally or
electronically), of a secret, proprietary or confidential nature relating to each Partys respective: (a) products or
services; (b) customer lists, customer information, business plans, sales volumes, profitability figures, financial
information or other economic or business information; or (c) any efforts undertaken by any Party hereunder
concerning the Research.
2. It is understood and agreed that no Party shall, without the express written consent of the disclosing Party, use or
disclose to any person, company or governmental agency any of the Confidential Information, except that any Party
may disclose the Confidential Information to those of its employees who need to know such information for the
purpose of the Research and who agree to be bound by this Agreement and not to disclose the Confidential
Information to any other person, company or governmental agency. In the event that any Party becomes legally
compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar
process) to disclose any of the Confidential Information (the Compelled Party), the Compelled Party will provide the
disclosing Party with prompt prior written notice of such requirement so that the disclosing Party may seek a
protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained,
the Compelled Party agrees to furnish only that portion of the Confidential Information which the Compelled Party is
advised by written opinion of counsel is legally required and to exercise reasonable commercial efforts to obtain
assurance that confidential treatment will be accorded such Confidential Information.
3. Each Party agrees that the Confidential Information shall not include any information which: (a) is already in the
public domain as of the date hereof, or that subsequently becomes part of the public domain by publication or
otherwise, unless by the wrongful act of any Party; (b) any Party can reasonably demonstrate in writing that the
information was known by such Party prior to disclosure by the disclosing Party; (c) is disclosed to any Party by a
third party under no obligation of confidentiality; or (d) is independently developed by any Party without any use of or
reference to the Confidential Information of the disclosing Party; provided, however, that a combination of features of
the Products shall not be deemed to be within the foregoing exceptions merely because individual features of the
Products are in the public domain or otherwise within such exceptions, as previously described, unless the
combination itself is in the public domain or otherwise entirely within any one such exception.
4. Each Party hereby acknowledges and agrees that a breach of this Agreement by any Party (the Breaching Party)
will result in irreparable harm to any other Party (the Non-Breaching Party) and that the Non-Breaching Party will be
entitled to equitable relief, including injunction and specific performance, in the event of any breach or threatened
breach of the provisions of this Agreement, in addition to all other remedies available to the Non-Breaching Party at
law or in equity.
5. If any Party so requests (the Requesting Party), the other Parties shall deliver to the Requesting Party or destroy,
at the Requesting Partys option, and shall cause all other such persons who are provided access to or copies of the
Confidential Information to return or destroy the Confidential Information, including all originals, copies and excerpts
of, and all notes, analyses, compilations, studies, correspondence or other documents pertaining to, the Confidential
Information, within ten (10) days following request thereof from the Requesting Party. Upon completion of the delivery

or destruction, as the case may be, of all the Confidential Information, the other Parties shall deliver to the
Requesting Party written certification of same. In the event of a failure or refusal by any person to return or destroy all
evidence of the Confidential Information, the other Parties expressly agree that the Requesting Party shall be entitled
to seek specific performance for the return thereof.
6. Each Party hereby acknowledges and agrees that no license or rights under any patent, patent application,
trademark, service mark, copyright, trade secret, invention or any other intellectual property or property of any Party
or under any information which is derived from the Confidential Information is granted to any other Party by this
Agreement.
7. Each Party hereby acknowledges and agrees that no Party is making any representation or warranty, express or
implied, as to the accuracy or completeness of the Confidential Information, and no Party nor any of our respective
officers, directors, employees, shareholders, owners, affiliates or agents will have any liability to any other Party or to
any other person resulting from any Partys use of the Confidential Information.
9. With respect to Confidential Information not constituting a trade secret, this Agreement shall remain in full force and
effect for a period of three (3) years; with respect to Confidential Information constituting a trade secret, this
Agreement shall remain in full force and effect for so long as the Confidential Information constitutes a trade secret.
10. This Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted
assigns.
11. Any judicial determination that any provision(s) of this Agreement are unlawful or unenforceable shall not affect
the enforceability or legality of the remaining provisions hereof.
12. No failure or delay in exercising any rights, powers or privileges hereunder will operate as a waiver thereof, nor
will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any rights,
powers or privileges hereunder.