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Contents

  1. Nondisclosure
  2. Permitted Disclosure
  3. Limited Use
  4. Security Measures
  5. Preserve Proprietary Notices
  6. No Illegal Dealing in Securities
  7. No Reverse Engineering
  8. Mitigate Legally Required Disclosure
    1. Give Notice of Required Disclosure
    2. Reimburse Expenses of Cooperation
  9. Give Notice of Leaks
  10. Return and Destruction
  11. Records Policy
  12. Comply with Export Controls
  13. Compliance and Oversight

Nondisclosure

Except as described in Permitted Disclosure, Receiving Party shall not disclose Confidential Information to anyone.

Permitted Disclosure

Receiving Party may disclose Confidential Information to the following personnel:

if Receiving Party is a legal entity, employees, independent contractors, officers, directors, and agents of Receiving Party (Personnel) who:

have a need to know the Confidential Information to advance the Purpose; and

have entered written confidentiality agreements with Receiving Party that impose confidentiality obligations, affording as much or more protection as those of this agreement, that apply to the Confidential Information; and

legal and financial advisers providing services to Receiving Party whose conduct is regulated by laws or professional rules that impose confidentiality obligations (Advisers).

Limited Use

Receiving Party shall use Confidential Information only to advance the Purpose.

Security Measures

Receiving Party shall take measures to secure materials embodying Confidential Information at least as protective as those Receiving Party employs to secure its own Confidential Information, but in any event no less than reasonable measures.

Preserve Proprietary Notices

Receiving Party shall not remove any proprietary notices attached to materials embodying Confidential Information.

No Illegal Dealing in Securities

Receiving Party party not break securities laws by purchasing, selling, or otherwise dealing in securities of Disclosing Party on the basis of Confidential Information that is material, nonpublic information. Receiving Party shall instruct anyone to whom it discloses Confidential Information that may be material, nonpublic information not to break securities laws by dealing in securities of Disclosing Party.

No Reverse Engineering

Receiving Party shall not reverse engineer any material embodying Confidential Information.

Mitigate Legally Required Disclosure

The following obligations apply when the law requires disclosure of Confidential Information, and when Receiving Party reasonably expects that the law may require disclosure of Confidential Information:

Give Notice of Required Disclosure

If legally permitted, Receiving Party shall promptly notify Disclosing Party of the nature of the requirement and the Confidential Information affected. If practical, Receiving Party shall give notice quickly enough to afford Disclosing Party practical chance to start a proceeding to protect the confidentiality of the Confidential Information. On Disclosing Party request, Receiving Party shall cooperate with Disclosing Party in any such proceeding by providing reasonable assistant, on request from Disclosing Party.

Reimburse Expenses of Cooperation

Disclosing Party shall reimburse Receiving Party's reasonable out-of-pocket expenses of cooperating in any proceeding described in Give Notice of Required Disclosure.

Give Notice of Leaks

Receiving Party shall give Disclosing Party notice when Receiving Party becomes aware, suspects, or anticipates that Confidential Information has been or will be disclosed or used in breach of this agreement or other confidentiality agreements with Disclosing Party.

Return and Destruction

Subject to Records Policy, when this agreement terminates, Receiving Party shall promptly:

return all materials embodying Confidential Information that Disclosing Party provided with request to return; and

destroy all parts of other materials that embody Confidential Information.

Records Policy

When this agreement terminates, if Receiving Party has a written records retention policy for the creation and scheduled destruction of archival or backup records, and only specialized personnel can routinely access those records, then Receiving Party may retain materials embodying Confidential Information until destroyed under that policy.

Comply with Export Controls

Both parties shall comply with export and reexport laws with respect to Confidential Information.

Compliance and Oversight

Receiving Party shall ensure that its Advisers abide by the confidentiality obligations of Receiving Party under this agreement. If Receiving Party is a legal entity, Receiving Party shall also ensure that its Personnel abide by the confidentiality obligations of Receiving Party under this agreement. Breach of Receiving Party obligations by Receiving Party Personnel or Receiving Party Advisers will be deemed breach of this agreement by Receiving Party itself.

If Receiving Party is a legal entity, Receiving Party shall provide Disclosing Party copies of confidentiality agreements with Personnel who receive Confidential Information on Disclosing Party request.