This Confidential Agreement ("Agreement") is entered into by and between the parties identified herein. The parties agree to be legally bound by the terms, covenants, conditions and provisions stated in this Agreement. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof, superseding all prior and contemporaneous agreements, representations and understandings, whether oral or written.

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information that it desires to disclose to the Receiving Party for the sole purpose of evaluating a potential business relationship, and WHEREAS the Receiving Party desires to receive such information, all under the terms and conditions set forth in this Agreement. The Receiving Party acknowledges that the Confidential Information is valuable and proprietary to the Disclosing Party and agrees to hold such information in strict confidence.

The Receiving Party agrees that it shall not, during the term of this Agreement or at any time thereafter, disclose, publish, reveal or make available any Confidential Information to any third party, nor shall it use any Confidential Information for any purpose other than the Purpose described herein, except as otherwise expressly permitted in writing by the Disclosing Party.

The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information, but in no event less than a reasonable standard of care.

The obligations of confidentiality contained herein shall continue for a period of five (5) years following the date of disclosure of the Confidential Information, unless otherwise agreed in writing by the parties. Notwithstanding the foregoing, trade secrets shall be protected for so long as such information continues to qualify as a trade secret under applicable law.

Any disclosure required by law, court order or governmental authority shall not be considered a breach of this Agreement provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates, at the Disclosing Party's expense, in any attempt to obtain protective relief or other confidential treatment of such disclosure to the greatest extent practicable.

In the event of a breach or threatened breach of the terms of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity. Remedies shall be cumulative and not exclusive of any other remedy available.

The parties also agree that any materials, reports, analyses, or other documents prepared by the Receiving Party that reflect or are derived from the Confidential Information shall be subject to the terms and conditions of this Agreement and shall be treated as Confidential Information.

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Disclosing Party is incorporated, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the courts of that jurisdiction.

The parties represent and warrant that they have all requisite power and authority to enter into this Agreement and to perform the obligations set forth herein. Each person executing this Agreement on behalf of a party represents and warrants that they are duly authorized to do so.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date stated above.