Datasets:

tau

/

sled

like 9

112_nda-3

112_nda-3_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Confidential Information may include verbally conveyed information.

Not mentioned

112_nda-18

112_nda-18_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Receiving Party shall not solicit some of Disclosing Party's representatives.

Not mentioned

112_nda-7

112_nda-7_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Contradiction

112_nda-17

112_nda-17_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Receiving Party may create a copy of some Confidential Information in some circumstances.

Not mentioned

112_nda-8

112_nda-8_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Not mentioned

112_nda-13

112_nda-13_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Receiving Party may acquire information similar to Confidential Information from a third party.

Not mentioned

112_nda-5

112_nda-5_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

Not mentioned

112_nda-4

112_nda-4_0

Focus Group Non‐Disclosure Agreement Thank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (“Focus Group”). I, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows: a) To hold in confidence any and all technical or business information about the company’s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion; b) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit. c) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you. d) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group. e) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned’s possession to Owner upon request. f) Also included as confidential is any participants Personally Identifiable Information (“PII”). PII shall mean a person’s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group. g) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s). h) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only. By submitting this form you will be entering a Non‐Disclosure agreement with: Kenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144 Respondent Signature: ______________________________________________________________________________

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

Entailment

113_nda-11

113_nda-11_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

Not mentioned

113_nda-16

113_nda-16_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

Entailment

113_nda-15

113_nda-15_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Agreement shall not grant Receiving Party any right to Confidential Information.

Entailment

113_nda-10

113_nda-10_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

Entailment

113_nda-2

113_nda-2_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Confidential Information shall only include technical information.

Contradiction

113_nda-1

113_nda-1_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

All Confidential Information shall be expressly identified by the Disclosing Party.

Entailment

113_nda-19

113_nda-19_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Some obligations of Agreement may survive termination of Agreement.

Entailment

113_nda-12

113_nda-12_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party may independently develop information similar to Confidential Information.

Entailment

113_nda-20

113_nda-20_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

Contradiction

113_nda-3

113_nda-3_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Confidential Information may include verbally conveyed information.

Entailment

113_nda-18

113_nda-18_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party shall not solicit some of Disclosing Party's representatives.

Not mentioned

113_nda-7

113_nda-7_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Entailment

113_nda-17

113_nda-17_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party may create a copy of some Confidential Information in some circumstances.

Contradiction

113_nda-8

113_nda-8_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Entailment

113_nda-13

113_nda-13_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party may acquire information similar to Confidential Information from a third party.

Entailment

113_nda-5

113_nda-5_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

Entailment

113_nda-4

113_nda-4_0

Confidentiality and Non-Disclosure Agreement THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (“PHCS”) and the “Recipient” as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and WHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement; NOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, “know-how,” specifications, any “protected health information” as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information. 4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS. 5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives. 6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information. 7. Destruction/Return of Confidential Information. Upon PHCS’ request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason. 8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure. 9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives. 10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement. 11. Term. The Recipient’s obligations of confidentiality and nondisclosure shall survive termination of PHCS’ business dealings with the Recipient. 12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written. RECIPIENT Signature: By Name (print): Title: Date: PRINCETON HEALTHCARE SYSTEM By: Name: Title:

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

Entailment

114_nda-11

114_nda-11_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

Not mentioned

114_nda-16

114_nda-16_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

Entailment

114_nda-15

114_nda-15_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Agreement shall not grant Receiving Party any right to Confidential Information.

Entailment

114_nda-10

114_nda-10_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

Not mentioned

114_nda-2

114_nda-2_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Confidential Information shall only include technical information.

Not mentioned

114_nda-1

114_nda-1_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

All Confidential Information shall be expressly identified by the Disclosing Party.

Entailment

114_nda-19

114_nda-19_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Some obligations of Agreement may survive termination of Agreement.

Entailment

114_nda-12

114_nda-12_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party may independently develop information similar to Confidential Information.

Not mentioned

114_nda-20

114_nda-20_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

Entailment

114_nda-3

114_nda-3_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Confidential Information may include verbally conveyed information.

Not mentioned

114_nda-18

114_nda-18_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party shall not solicit some of Disclosing Party's representatives.

Not mentioned

114_nda-7

114_nda-7_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Not mentioned

114_nda-17

114_nda-17_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party may create a copy of some Confidential Information in some circumstances.

Contradiction

114_nda-8

114_nda-8_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Entailment

114_nda-13

114_nda-13_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party may acquire information similar to Confidential Information from a third party.

Entailment

114_nda-5

114_nda-5_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

Not mentioned

114_nda-4

114_nda-4_0

CONFIDENTIALITY AGREEMENT Concerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 — PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR) By and between, The European GNSS Supervisory Authority, hereinafter referred to as the "GSA", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at: 56, Rue de la Loi B-1049 Brussels Belgium Represented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department and, _________________________________________ [official company name in full] hereinafter referred to as the "Recipient", whose Registered Office is at: ____________________________ ____________________________ ____________________________ ____________________________ [official address in full] Represented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function]. Hereinafter individually referred to as the "Party" or collectively referred to as the "Parties" 1 of 11 PREAMBLE WHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR); WHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information; WHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned; WHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned; WHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned. THEREFORE, the Parties agree the following: Article 1 – Definitions For the purpose of this Agreement: "Agreement" shall refer to the present Confidentiality Agreement. "Confidential Information" shall refer to each or all documents listed in the annex to this Agreement.1 "Classified" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED). "Purpose" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09. "Completion of the Purpose" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09. "Authorised Third Parties" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties. Article 2 – Scope 2.1 This Agreement sets forth the Recipient’s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose. 2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement. 2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other. 1 For the purpose of this Agreement the expression "Confidential Information" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties. Article 3 – Confidentiality and conditions of access to and use of the Confidential Information 3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions: 3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation. In any case, the Recipient and Authorised Third Parties shall not use the Confidential Information: (i) in a manner conflicting with the objectives of the European GNSS programmes; (ii) after Completion of the Purpose. 3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation. 3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access. 3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to: (i) receipt of information to be treated as confidential pursuant to this Agreement; or (ii) breach of this Agreement by the Recipient or an Authorised Third Party. 3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement. 3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA. 3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which: (i) are duly informed of the commercial in confidence nature of such information; and (ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement. 3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party. 3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned. Article 4 – Limitation on protection of the Confidential Information The obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence: 4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party; 4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA; 4.3 has been or is published without violation of this Agreement; 4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA; 4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure; 4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA. Article 5 – Return of Confidential Information 5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers. 5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice. 5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above. 5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body. Article 6 – Breach of obligations Should the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose. Article 7 – Duration of this Agreement and protection of the Confidential Information 7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose. 7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:  for ten years with regards to Confidential Information;  in accordance with the procedures and duration specified by the authorities concerned with regards to Classified Confidential Information from the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose. Article 8 – Communication of the Confidential Information 8.1 The Confidential Information shall be sent by the GSA to the following person: Title and full name Function Company name Official address in full Telephone number Fax number Email address 8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address: Ms Rachelle Antal Legal Officer European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/18 BE-1049 Brussels Belgium rachelle.antal@gsa.europa.eu Fax: +32 (0)2 292 07 41 8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person: Mr Olivier Crop Head of Security Department European GNSS Supervisory Authority Rue de la Loi 56 L-56, 07/85 BE-1049 Brussels Belgium Article 9 – Waiver, disclaimer and liability 9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights. 9.2 The Confidential Information is provided "as is" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose. 9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information. Article 10 – Applicable law; Dispute 10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium. 10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement. 10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure. Article 11 – Final provisions 11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement. 11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA. 11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive. 11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. 11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative. Done in two originals in the English language one for each Party, On behalf of _________________ [Company name] Read and agreed, On _________________ [date], in ______________________ ________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement On behalf of the GSA Read and agreed, On _________________, in _______________________ Ms Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement LIST OF CONFIDENTIAL INFORMATION This list of Confidential Information can subsequently be enlarged by registered letter by the GSA. Document Title Document Issue Classification Reference RD7 PRS Technologies Development D3800-2 0.0 RESTREINT UE Plan Final Report on User interface D4600-2 1.0 RESTREINT UE Equipment Segmentation O3110-1 1.0 UNCLASSIFIES Refinement Comparison with other O3120-1 1.0 RESTREINT UE Technologies Security Modules O3210-2 0.2 RESTREINT UE Antennas and RF Front-end O3220 4.0 CONTROLLED Techniques and Technologies UNCLASSIFIED Signal Processing Techniques O3230-2 N/A RESTREINT UE and Technologies Interference and Jamming O3240-2 1.11 RESTREINT UE Robustness -Techniques and Technologies draft Report Jamming Simulations on Galileo O3240-3 1.0 RESTREINT UE L1 and E6 bands Initial Architecture O4100-1 1.0 RESTREINT UE Roadmap for the Exploitation of O4500-1 1.0 RESTREINT UE PRS RD8 GNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE User Requirements Document 12-06-05 RD9 Policy for the Use and GSASS-T1- 1.2 RESTREINT UE Management of PRS in Member GL-LOG-A- States 0033

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

Entailment

115_nda-11

115_nda-11_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

Entailment

115_nda-16

115_nda-16_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

Not mentioned

115_nda-15

115_nda-15_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Agreement shall not grant Receiving Party any right to Confidential Information.

Entailment

115_nda-10

115_nda-10_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

Not mentioned

115_nda-2

115_nda-2_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Confidential Information shall only include technical information.

Contradiction

115_nda-1

115_nda-1_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

All Confidential Information shall be expressly identified by the Disclosing Party.

Contradiction

115_nda-19

115_nda-19_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Some obligations of Agreement may survive termination of Agreement.

Entailment

115_nda-12

115_nda-12_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party may independently develop information similar to Confidential Information.

Entailment

115_nda-20

115_nda-20_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

Contradiction

115_nda-3

115_nda-3_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Confidential Information may include verbally conveyed information.

Not mentioned

115_nda-18

115_nda-18_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party shall not solicit some of Disclosing Party's representatives.

Not mentioned

115_nda-7

115_nda-7_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Entailment

115_nda-17

115_nda-17_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party may create a copy of some Confidential Information in some circumstances.

Entailment

115_nda-8

115_nda-8_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Entailment

115_nda-13

115_nda-13_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party may acquire information similar to Confidential Information from a third party.

Entailment

115_nda-5

115_nda-5_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

Entailment

115_nda-4

115_nda-4_0

Non-Disclosure Agreement THIS NON-DISCLOSURE AGREEMENT is made as of the ____ day of _______ 20__ (the “Effective Date”) between Georgia Transmission Corporation (An Electric Membership Corporation) (“GTC”), with offices at 2100 E. Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (“Recipient”). Hereinafter, GTC and Recipient may be referred to collectively as the “Parties”. WHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (“Transmission Studies”), which data contains critical energy infrastructure information (“CEII”), as defined by the regulations of the Federal Energy Regulatory Commission (“FERC”) in 18 C.F.R. § 388.113; WHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure. WHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use; NOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient’s organization constitutes acceptance of the offer, including and subject to its terms and conditions. I. Definitions “Confidential Information” is defined as: CEII made available through a restricted area within the GTC’s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (“Derivative Information”); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders’ lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC’s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. “Confidential Information” shall also include any other information, document or thing that GTC marks or labels as “Confidential.” II. Purpose Recipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________ III. Non-Disclosure Recipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement. Recipient may disclose the Confidential Information solely to: (a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B. As described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information. IV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information. V. Use of Confidential Information The Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose. The Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII. The Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose. VI. Property Rights Confidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement. VII. Exceptions The obligations imposed on either party herein shall not apply to Confidential Information which: A. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees; B. The Recipient can reasonably demonstrate is already in the Recipient’s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality; C. Is received from a third party without restriction and without breach of an agreement with GTC; D. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient’s written records; E. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient’s written records; or F. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose. VIII. Return of Confidential Information GTC may revoke your access to Confidential Information at any time, with or without notice. Recipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC’s request or, at GTC’s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed. IX. Injunctive Relief In the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. X. Governing Law The laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement. XI. Term This Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion. XII. Other Provisions If any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective. GTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past. All Confidential Information is provided “as is” and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information. GTC is not responsible for Recipient’s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information. Recipient acknowledges that GTC is not responsible or liable for any other entity’s designation of information as CEII, including any improper designation. This is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing. The duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above. Recipient: ___________________________ (Signature) Name (Printed): ___________________________ Title: ____________________________ Organization: _____________________________ Address: ____________________________ ____________________________ ____________________________ Telephone: ____________________________ E-mail: ____________________________ Georgia Transmission Corporation (An Electric Membership Corporation): Signature: _______________________________ Name (Printed): __________________________ Title: __________________________ APPENDIX A I am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Organization: Organization: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: APPENDIX B I am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). The Organization has executed this Non-Disclosure Agreement and has hired the Consultant for help and/or advice for purposes of Paragraph 3(b) of the Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by this Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement. AGREED AND EXECUTED by (attach additional sheets as necessary): Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date: Signature: Signature: Name: Name: Consultant: Consultant: Address: Address: Telephone: Telephone: E-mail: E-mail: Date: Date:

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

Entailment

116_nda-11

116_nda-11_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

Not mentioned

116_nda-16

116_nda-16_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

Not mentioned

116_nda-15

116_nda-15_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Agreement shall not grant Receiving Party any right to Confidential Information.

Entailment

116_nda-10

116_nda-10_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

Not mentioned

116_nda-2

116_nda-2_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Confidential Information shall only include technical information.

Contradiction

116_nda-1

116_nda-1_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

All Confidential Information shall be expressly identified by the Disclosing Party.

Not mentioned

116_nda-19

116_nda-19_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Some obligations of Agreement may survive termination of Agreement.

Not mentioned

116_nda-12

116_nda-12_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party may independently develop information similar to Confidential Information.

Entailment

116_nda-20

116_nda-20_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

Not mentioned

116_nda-3

116_nda-3_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Confidential Information may include verbally conveyed information.

Not mentioned

116_nda-18

116_nda-18_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party shall not solicit some of Disclosing Party's representatives.

Not mentioned

116_nda-7

116_nda-7_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Entailment

116_nda-17

116_nda-17_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party may create a copy of some Confidential Information in some circumstances.

Not mentioned

116_nda-8

116_nda-8_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Not mentioned

116_nda-13

116_nda-13_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party may acquire information similar to Confidential Information from a third party.

Entailment

116_nda-5

116_nda-5_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

Not mentioned

116_nda-4

116_nda-4_0

Non-Disclosure Agreement between the company – in the following referred to as “the company” and Furtwangen University represented by its President: represented by the Dean: – in the following referred to as “the university” – Furtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties’ protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably. § 1 Prohibited Actions The contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with §15AktG, related companies count as third parties. § 2 Definition (1) Confidential information for purposes of this agreement is any such information as 1. Confidential information for purposes of this agreement is any such information as 2. is defined by § 3 b LwVfG BW as one of the company and business secrets protected or 3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality In any other respect, paragraph 3 shall apply to the graded assessment. (2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that 1. the information in question is publicly available or 2. the information in question has come to the receiving party’s attention in another way which did not infringe any duty of confidentiality or 3. the information in question has been developed by the receiving party’s staff independently without such information having been made available to them or 4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing § 3 Graded Assessment The graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment’s cover page with a lock flag (“Sperrvermerk”), the university, following the completion of the assessment procedure, will store the work in a proper and protected place. § 4 Permission (1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student’s nor the university’s duties under the examination regulations or university law. (2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so.. § 5 Liability The contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss. § 6 Property Rights This agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information. § 7 Coming into Force and Duration The agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof. § 8 Legal Relationships Existing Outside this Agreement No employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student’s compliance with any bilateral confidentiality agreements between student and company. § 9 Other Oral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies. Place, Date Pace, Date Furtwangen University, Stamp, Company, Stamp, Signature Dean Signature Company Representative Noted and agreed: Place, Date Place, Date Signature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

Not mentioned

118_nda-11

118_nda-11_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

Not mentioned

118_nda-16

118_nda-16_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

Not mentioned

118_nda-15

118_nda-15_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Agreement shall not grant Receiving Party any right to Confidential Information.

Entailment

118_nda-10

118_nda-10_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

Not mentioned

118_nda-2

118_nda-2_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Confidential Information shall only include technical information.

Contradiction

118_nda-1

118_nda-1_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

All Confidential Information shall be expressly identified by the Disclosing Party.

Entailment

118_nda-19

118_nda-19_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Some obligations of Agreement may survive termination of Agreement.

Not mentioned

118_nda-12

118_nda-12_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party may independently develop information similar to Confidential Information.

Not mentioned

118_nda-20

118_nda-20_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

Not mentioned

118_nda-3

118_nda-3_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Confidential Information may include verbally conveyed information.

Not mentioned

118_nda-18

118_nda-18_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party shall not solicit some of Disclosing Party's representatives.

Entailment

118_nda-7

118_nda-7_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Contradiction

118_nda-17

118_nda-17_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party may create a copy of some Confidential Information in some circumstances.

Not mentioned

118_nda-8

118_nda-8_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Not mentioned

118_nda-13

118_nda-13_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party may acquire information similar to Confidential Information from a third party.

Not mentioned

118_nda-5

118_nda-5_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

Not mentioned

118_nda-4

118_nda-4_0

MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT BETWEEN: GreenStorm Solutions Pty Ltd 34 Astoria Cct, Maroubra, NSW, 2035, Australia Phone: +614 1849 2462, Fax: +612 9344 4964, Email: dave@greenstorm.com.au and associated entities (hereafter jointly referred to as “Party-1”) AND; ____________________________________________ Full Name of Person (BLOCK LETTERS) ____________________________________________ Full Name of Company (BLOCK LETTERS) ____________________________________________ Full Street and Postal Address (BLOCK LETTERS) ____________________ ___________________ Telephone Number Fax Number ____________________________________________ Email address Plus all of subsidiaries and associated entities (hereafter jointly referred to as the “Party-2”) 1. PURPOSE OF THIS AGREEMENT The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring. In connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the "Confidential Information"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality. The Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity. 2. CONFIDENTIAL INFORMATION Confidential Information shall be defined as any information specifically identified as “Confidential” prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided. 3. OBLIGATION OF CONFIDENTIALITY The Parties agree that when receipt of any Confidential Information has occurred: 3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information. 3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. 4. OBLIGATION OF NON-COMPETITION The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. 5. NON-CIRCUMVENTION The Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party. 6. NO REPRESENTATIONS The Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party’s use of said information. 7. TERM This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto. 8. JURISDICTION The jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel. 9. MISCELLANEOUS 9a. As used in this Agreement, the following terms shall have the following meanings: "Agents or employees” include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned. 9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder. 9c. No agency or partnership relationship is created between the Parties by this Agreement. 9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto. 9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. 9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party. 9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled. This Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information. 10. MUTUALITY To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties. 11. NON-SOLICITATION The Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities. 12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS The Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party’s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate. 13 LEGAL/PENALTY NOTICE By signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable. 14. EXECUTION IN WITNESS WHEREOF, the Parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date stated below. ___________________________________ _______________________________________ David Hayes for and on behalf of Party-1 Date Signed and Witnessed Passport: M2724710 (Australia) ___________________________________ _______________________________________ Witness Signature Witness Name ___________________________________ _______________________________________ Signature of person for and on behalf of Party-2 Date Signed and Witnessed ___________________________________ _______________________________________ Passport Number and Country ___________________________________ _______________________________________ Witness Signature Witness Name

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

Not mentioned

119_nda-11

119_nda-11_0

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

Not mentioned

119_nda-16

119_nda-16_0

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

Not mentioned

119_nda-15

119_nda-15_0

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………

Agreement shall not grant Receiving Party any right to Confidential Information.

Not mentioned

119_nda-10

119_nda-10_0

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

Not mentioned

119_nda-2

119_nda-2_0

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………

Confidential Information shall only include technical information.

Contradiction

119_nda-1

119_nda-1_0

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………

All Confidential Information shall be expressly identified by the Disclosing Party.

Contradiction

119_nda-19

119_nda-19_0

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING Confidentiality and Non-Disclosure Undertaking Between Grindrod South Africa (Proprietary) Limited and _________________________________________________________ (Insert Full Name of Vendor Company or Individual) THIS UNDERTAKING IS TO BE MADE BY ALL PERSONS, NATURAL AND LEGAL, (THE VENDOR) WHO ARE GIVEN ACCESS, FOR WHATEVER PURPOSE, TO ANY INFORMATION, CONSIDERED BY GRINDROD SA, TO BE CONFIDENTIAL (AS DEFINED IN THIS UNDERTAKING). THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE’S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA’S HEAD OF PROCUREMENT. Definitions 1.1 “Confidential Information” means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as "Confidential" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA; 1.2 “Deliverables” means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa; 1.3 “Delivery” means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected. 1.4 “Grindrod SA” means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa; 1.5 “Purchase Order” means the purchase order placed for deliverables; The Vendor and Grindrod SA agree that; 1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information. 2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor. 3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes; 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever, 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security, 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA, 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA, 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware, 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature. Signed at this day of 2016 (For and on behalf of the Vendor) Signature, name and position: …………………………………………………………………………………………………………………………………………………………… Signed at this day of 2016 (For and on behalf of Grindrod SA) Signature, name and position: ……………………………………………………………………………………………………………………………………………………………

Some obligations of Agreement may survive termination of Agreement.

Entailment