Datasets:

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like 9

119_nda-12

119_nda-12_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 may independently develop information similar to Confidential Information.

Entailment

119_nda-20

119_nda-20_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 may retain some Confidential Information even after the return or destruction of Confidential Information.

Not mentioned

119_nda-3

119_nda-3_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 may include verbally conveyed information.

Entailment

119_nda-18

119_nda-18_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 solicit some of Disclosing Party's representatives.

Not mentioned

119_nda-7

119_nda-7_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 may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Contradiction

119_nda-17

119_nda-17_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 may create a copy of some Confidential Information in some circumstances.

Not mentioned

119_nda-8

119_nda-8_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 notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Not mentioned

119_nda-13

119_nda-13_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 may acquire information similar to Confidential Information from a third party.

Not mentioned

119_nda-5

119_nda-5_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 may share some Confidential Information with some of Receiving Party's employees.

Contradiction

119_nda-4

119_nda-4_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 use any Confidential Information for any purpose other than the purposes stated in Agreement.

Entailment

120_nda-11

120_nda-11_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Not mentioned

120_nda-16

120_nda-16_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Not mentioned

120_nda-15

120_nda-15_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Entailment

120_nda-10

120_nda-10_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Not mentioned

120_nda-2

120_nda-2_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

Confidential Information shall only include technical information.

Entailment

120_nda-1

120_nda-1_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Not mentioned

120_nda-19

120_nda-19_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

Some obligations of Agreement may survive termination of Agreement.

Not mentioned

120_nda-12

120_nda-12_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

Receiving Party may independently develop information similar to Confidential Information.

Entailment

120_nda-20

120_nda-20_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Contradiction

120_nda-3

120_nda-3_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

Confidential Information may include verbally conveyed information.

Entailment

120_nda-18

120_nda-18_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Not mentioned

120_nda-7

120_nda-7_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Contradiction

120_nda-17

120_nda-17_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Not mentioned

120_nda-8

120_nda-8_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

120_nda-13

120_nda-13_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Entailment

120_nda-5

120_nda-5_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Entailment

120_nda-4

120_nda-4_0

NON DISCLOSURE AGREEMENT HALO Electronics, Inc. Proprietary Products This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (“HALO”), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(“RECIPIENT”) located at _________________________________________________________________________________________. 1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient: Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost. 2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it’s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own. 3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information: A. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or B. is made public by HALO; or C. is independently developed by RECIPIENT; or D. is received from a third party independent of HALO without breaching an obligation of confidentiality; or E. is required to be disclosed by the operation of law. 4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO’s option. 5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above). 6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT. 7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California. EFFECTIVE DATE: __________________, 20__ HALO Electronics, Inc. RECIPIENT (Company):_______________________ By:_______________________________________ By:_________________________________________ (Authorized Signature) (Authorized Signature) Name (Printed):____________________________ Name (Printed):______________________________ Title:______________________________________ Title:_______________________________________ Date:_____________________________________ Date:_______________________________________ Address for formal notices: Address for formal notices: HALO Electronics, Inc. ____________________________________________ 2933 Bunker Hill Lane, Suite 200 (Company Name) Santa Clara, CA 95054 ____________________________________________ (Street Address) ____________________________________________ (City, State, Zip Code)

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

Entailment

121_nda-11

121_nda-11_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Not mentioned

121_nda-16

121_nda-16_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Not mentioned

121_nda-15

121_nda-15_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Entailment

121_nda-10

121_nda-10_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Not mentioned

121_nda-2

121_nda-2_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

Confidential Information shall only include technical information.

Contradiction

121_nda-1

121_nda-1_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Contradiction

121_nda-19

121_nda-19_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

Some obligations of Agreement may survive termination of Agreement.

Entailment

121_nda-12

121_nda-12_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

Receiving Party may independently develop information similar to Confidential Information.

Not mentioned

121_nda-20

121_nda-20_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Not mentioned

121_nda-3

121_nda-3_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

Confidential Information may include verbally conveyed information.

Entailment

121_nda-18

121_nda-18_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Not mentioned

121_nda-7

121_nda-7_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Entailment

121_nda-17

121_nda-17_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Not mentioned

121_nda-8

121_nda-8_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Entailment

121_nda-13

121_nda-13_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Entailment

121_nda-5

121_nda-5_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Entailment

121_nda-4

121_nda-4_0

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between Euler Hermes North America Insurance Company (“Euler Hermes”) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (“Company”). WHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (“Confidential Information”). The Confidential Information may be used only for the following purposes (“Purpose”): a. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company; b. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes’ customers; and/or c. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates; WHEREAS “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and WHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above; THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows: 1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant. 2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement. 3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information: a. received by Euler Hermes on a non-confidential basis; b. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information; c. received as public information; d. made public or distributed by the Company as non-confidential information; or e. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed. 4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company’s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement. 5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information. 6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond 8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement 9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties. 10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company. Euler Hermes North America Insurance Company Karl Coutet, Secretary [Date] Date NDA Final

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

Entailment

122_nda-11

122_nda-11_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

122_nda-16

122_nda-16_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

122_nda-15

122_nda-15_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Entailment

122_nda-10

122_nda-10_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

122_nda-2

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Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

Confidential Information shall only include technical information.

Contradiction

122_nda-1

122_nda-1_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

122_nda-19

122_nda-19_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

Some obligations of Agreement may survive termination of Agreement.

Entailment

122_nda-12

122_nda-12_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

Receiving Party may independently develop information similar to Confidential Information.

Entailment

122_nda-20

122_nda-20_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

122_nda-3

122_nda-3_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

Confidential Information may include verbally conveyed information.

Not mentioned

122_nda-18

122_nda-18_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

122_nda-7

122_nda-7_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Contradiction

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Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

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Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Entailment

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122_nda-13_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

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Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Not mentioned

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122_nda-4_0

Example one way non-disclosure agreement short form CONFIDENTIALITY AGREEMENT dated [ ] 201[ ] BETWEEN (1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Discloser’) (2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (‘Recipient’) TERMS 1. OBLIGATIONS OF CONFIDENTIALITY 1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser. 1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the “Purpose”) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement). 1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible. 1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information. 1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement. 2. TERMINATION If either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement. Example one way non-disclosure agreement short form 3. OTHER PROVISIONS 3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose. 3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties. 3.3 No party may assign any of its rights or obligations under this agreement. 3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties. 3.5 A person who is not a party to this agreement shall not have any rights under it. 4. GOVERNING LAW AND JURISDICTION 4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. 4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it. Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director [FULL COMPANY NAME] Signed by [NAME OF DIRECTOR] ....................................... for and on behalf of Director

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

Entailment

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123_nda-11_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Not mentioned

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123_nda-16_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Entailment

123_nda-15

123_nda-15_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Entailment

123_nda-10

123_nda-10_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Not mentioned

123_nda-2

123_nda-2_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

Confidential Information shall only include technical information.

Not mentioned

123_nda-1

123_nda-1_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Not mentioned

123_nda-19

123_nda-19_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

Some obligations of Agreement may survive termination of Agreement.

Not mentioned

123_nda-12

123_nda-12_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

Receiving Party may independently develop information similar to Confidential Information.

Not mentioned

123_nda-20

123_nda-20_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Not mentioned

123_nda-3

123_nda-3_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

Confidential Information may include verbally conveyed information.

Not mentioned

123_nda-18

123_nda-18_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Not mentioned

123_nda-7

123_nda-7_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Entailment

123_nda-17

123_nda-17_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Contradiction

123_nda-8

123_nda-8_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

123_nda-13

123_nda-13_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Not mentioned

123_nda-5

123_nda-5_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Entailment

123_nda-4

123_nda-4_0

SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHEREAS, Manitoba Housing may be furnishing ________________________ (the “Recipient”) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address) WHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement. BE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions: 1. The recipient agrees to hold all information provided by Manitoba Housing (“Confidential Information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part. 2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing. 3. No copies will be made or retained of any written information without the permission of Manitoba Housing. 4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing. 5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing. 6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba. AGREED AND ACCEPTED BY: Date: Name of Representative (Please Print) Signature of Representative On behalf of the Recipient (Company Name) E-mail address

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

Entailment

124_nda-11

124_nda-11_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

124_nda-16

124_nda-16_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

124_nda-15

124_nda-15_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

124_nda-10

124_nda-10_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

124_nda-2

124_nda-2_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

Confidential Information shall only include technical information.

Entailment

124_nda-1

124_nda-1_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

124_nda-19

124_nda-19_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

Some obligations of Agreement may survive termination of Agreement.

Not mentioned

124_nda-12

124_nda-12_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

Receiving Party may independently develop information similar to Confidential Information.

Not mentioned

124_nda-20

124_nda-20_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

124_nda-3

124_nda-3_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

Confidential Information may include verbally conveyed information.

Entailment

124_nda-18

124_nda-18_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

124_nda-7

124_nda-7_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

124_nda-17

124_nda-17_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

124_nda-8

124_nda-8_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: 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.

Not mentioned

124_nda-13

124_nda-13_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

124_nda-5

124_nda-5_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

124_nda-4

124_nda-4_0

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (hereinafter “Agreement”) is effective as of the date of signature of the last party to sign (the “Effective Date”), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter “ROCHESTER”) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter “COMPANY”). NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows: 1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY. 2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information’s commercial prospects. 3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that: (a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or (b) at the time of receipt by COMPANY was independently known by COMPANY; or (c) at any time becomes generally known to the public through no fault of COMPANY; or (d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or (e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or (f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority 4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder. 5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY’s commercialization of the Confidential Information. 6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement. 7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing. 8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document. 10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party. IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. COMPANY UNIVERSITY OF ROCHESTER By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

125_nda-11

125_nda-11_0

2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“the Agreement”), made and effective as of ___________________ , 20__ (“Effective Date”), between the Hispanic National Bar Association (“HNBA”) and _________________________________ , (“Board Member”). Hereinafter such parties may be addressed individually as the “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (“Confidential Communications”) relating to the business affairs of the HNBA; WHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (“Confidential Information”). WHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party; NOW THEREFORE, in consideration of the above premises, it is agreed as follows: 1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and (b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member. 2. All Confidential Information shall be subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type, and items of Confidential Information disclosed by the HNBA shall be solely within its discretion and it may refuse to disclose information if it believes that it is not in its best interests to do so. In addition, while the HNBA will exercise its best effort to ensure that all Confidential Information it provides to Board Member is accurate and complete, the HNBA makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. The information may be redacted when the Candidate or third party places restrictions on further disclosure of the information. 1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party. 2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member’s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed. 3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member’s disclosure; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or (d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and (ii) utilizes reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. 6. The Board Member agrees that no license under any patent, copyright or other intellectual property right is granted by implication or otherwise to Board Members under this Agreement. 1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate’s specific request. 2. The Agreement shall expire five (5) years from its effective date specified above unless earlier terminated by a Party by giving the other Party thirty (30) days written notice. Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination. 3. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writing between them as to confidentiality of Confidential Information. Neither Party shall be bound by any conditions, warranties nor representations with respect to confidentiality of Confidential Information other than as expressly provided in this Agreement. 4. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the District of Columbia, without regard to principles of conflicts of laws. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instruments. 11. In addition to all other legal rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving Party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to full recovery of its attorneys’ fees. 5. No failures of delay by the disclosing Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or privilege hereunder. Both parties signify their agreement to the above terms by signing or causing their authorized representatives to sign this Agreement effective as of the date specified in the opening paragraph of this Agreement. ON BEHALF OF THE HISPANIC HNBA BOARD MEMBER NATIONAL BAR ASSOCIATION Erica V. Mason, Esq. Board Member Signature HNBA 2017/2018 National President Date Print Board Member Name

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

Not mentioned

125_nda-16

125_nda-16_0

2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“the Agreement”), made and effective as of ___________________ , 20__ (“Effective Date”), between the Hispanic National Bar Association (“HNBA”) and _________________________________ , (“Board Member”). Hereinafter such parties may be addressed individually as the “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (“Confidential Communications”) relating to the business affairs of the HNBA; WHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (“Confidential Information”). WHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party; NOW THEREFORE, in consideration of the above premises, it is agreed as follows: 1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and (b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member. 2. All Confidential Information shall be subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type, and items of Confidential Information disclosed by the HNBA shall be solely within its discretion and it may refuse to disclose information if it believes that it is not in its best interests to do so. In addition, while the HNBA will exercise its best effort to ensure that all Confidential Information it provides to Board Member is accurate and complete, the HNBA makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. The information may be redacted when the Candidate or third party places restrictions on further disclosure of the information. 1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party. 2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member’s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed. 3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member’s disclosure; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or (d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and (ii) utilizes reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. 6. The Board Member agrees that no license under any patent, copyright or other intellectual property right is granted by implication or otherwise to Board Members under this Agreement. 1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate’s specific request. 2. The Agreement shall expire five (5) years from its effective date specified above unless earlier terminated by a Party by giving the other Party thirty (30) days written notice. Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination. 3. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writing between them as to confidentiality of Confidential Information. Neither Party shall be bound by any conditions, warranties nor representations with respect to confidentiality of Confidential Information other than as expressly provided in this Agreement. 4. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the District of Columbia, without regard to principles of conflicts of laws. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instruments. 11. In addition to all other legal rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving Party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to full recovery of its attorneys’ fees. 5. No failures of delay by the disclosing Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or privilege hereunder. Both parties signify their agreement to the above terms by signing or causing their authorized representatives to sign this Agreement effective as of the date specified in the opening paragraph of this Agreement. ON BEHALF OF THE HISPANIC HNBA BOARD MEMBER NATIONAL BAR ASSOCIATION Erica V. Mason, Esq. Board Member Signature HNBA 2017/2018 National President Date Print Board Member Name

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

Entailment

125_nda-15

125_nda-15_0

2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“the Agreement”), made and effective as of ___________________ , 20__ (“Effective Date”), between the Hispanic National Bar Association (“HNBA”) and _________________________________ , (“Board Member”). Hereinafter such parties may be addressed individually as the “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (“Confidential Communications”) relating to the business affairs of the HNBA; WHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (“Confidential Information”). WHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party; NOW THEREFORE, in consideration of the above premises, it is agreed as follows: 1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and (b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member. 2. All Confidential Information shall be subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type, and items of Confidential Information disclosed by the HNBA shall be solely within its discretion and it may refuse to disclose information if it believes that it is not in its best interests to do so. In addition, while the HNBA will exercise its best effort to ensure that all Confidential Information it provides to Board Member is accurate and complete, the HNBA makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. The information may be redacted when the Candidate or third party places restrictions on further disclosure of the information. 1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party. 2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member’s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed. 3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member’s disclosure; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or (d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and (ii) utilizes reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. 6. The Board Member agrees that no license under any patent, copyright or other intellectual property right is granted by implication or otherwise to Board Members under this Agreement. 1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate’s specific request. 2. The Agreement shall expire five (5) years from its effective date specified above unless earlier terminated by a Party by giving the other Party thirty (30) days written notice. Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination. 3. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writing between them as to confidentiality of Confidential Information. Neither Party shall be bound by any conditions, warranties nor representations with respect to confidentiality of Confidential Information other than as expressly provided in this Agreement. 4. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the District of Columbia, without regard to principles of conflicts of laws. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instruments. 11. In addition to all other legal rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving Party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to full recovery of its attorneys’ fees. 5. No failures of delay by the disclosing Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or privilege hereunder. Both parties signify their agreement to the above terms by signing or causing their authorized representatives to sign this Agreement effective as of the date specified in the opening paragraph of this Agreement. ON BEHALF OF THE HISPANIC HNBA BOARD MEMBER NATIONAL BAR ASSOCIATION Erica V. Mason, Esq. Board Member Signature HNBA 2017/2018 National President Date Print Board Member Name

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

Entailment

125_nda-10

125_nda-10_0

2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“the Agreement”), made and effective as of ___________________ , 20__ (“Effective Date”), between the Hispanic National Bar Association (“HNBA”) and _________________________________ , (“Board Member”). Hereinafter such parties may be addressed individually as the “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (“Confidential Communications”) relating to the business affairs of the HNBA; WHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (“Confidential Information”). WHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party; NOW THEREFORE, in consideration of the above premises, it is agreed as follows: 1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and (b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member. 2. All Confidential Information shall be subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type, and items of Confidential Information disclosed by the HNBA shall be solely within its discretion and it may refuse to disclose information if it believes that it is not in its best interests to do so. In addition, while the HNBA will exercise its best effort to ensure that all Confidential Information it provides to Board Member is accurate and complete, the HNBA makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. The information may be redacted when the Candidate or third party places restrictions on further disclosure of the information. 1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party. 2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member’s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed. 3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member’s disclosure; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or (d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and (ii) utilizes reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. 6. The Board Member agrees that no license under any patent, copyright or other intellectual property right is granted by implication or otherwise to Board Members under this Agreement. 1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate’s specific request. 2. The Agreement shall expire five (5) years from its effective date specified above unless earlier terminated by a Party by giving the other Party thirty (30) days written notice. Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination. 3. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writing between them as to confidentiality of Confidential Information. Neither Party shall be bound by any conditions, warranties nor representations with respect to confidentiality of Confidential Information other than as expressly provided in this Agreement. 4. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the District of Columbia, without regard to principles of conflicts of laws. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instruments. 11. In addition to all other legal rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving Party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to full recovery of its attorneys’ fees. 5. No failures of delay by the disclosing Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or privilege hereunder. Both parties signify their agreement to the above terms by signing or causing their authorized representatives to sign this Agreement effective as of the date specified in the opening paragraph of this Agreement. ON BEHALF OF THE HISPANIC HNBA BOARD MEMBER NATIONAL BAR ASSOCIATION Erica V. Mason, Esq. Board Member Signature HNBA 2017/2018 National President Date Print Board Member Name

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

Not mentioned

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2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“the Agreement”), made and effective as of ___________________ , 20__ (“Effective Date”), between the Hispanic National Bar Association (“HNBA”) and _________________________________ , (“Board Member”). Hereinafter such parties may be addressed individually as the “Party” and collectively as the “Parties.” RECITALS WHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (“Confidential Communications”) relating to the business affairs of the HNBA; WHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (“Confidential Information”). WHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party; NOW THEREFORE, in consideration of the above premises, it is agreed as follows: 1. The term “Confidential Information” shall include: (a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked “confidential” or “proprietary;” (a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member’s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business – whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine; (c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates’ qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and (b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member. 2. All Confidential Information shall be subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type, and items of Confidential Information disclosed by the HNBA shall be solely within its discretion and it may refuse to disclose information if it believes that it is not in its best interests to do so. In addition, while the HNBA will exercise its best effort to ensure that all Confidential Information it provides to Board Member is accurate and complete, the HNBA makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. The information may be redacted when the Candidate or third party places restrictions on further disclosure of the information. 1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party. 2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member’s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed. 3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if: (a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or (b) Such Confidential Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member’s disclosure; (c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or (d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and (ii) utilizes reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. 6. The Board Member agrees that no license under any patent, copyright or other intellectual property right is granted by implication or otherwise to Board Members under this Agreement. 1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate’s specific request. 2. The Agreement shall expire five (5) years from its effective date specified above unless earlier terminated by a Party by giving the other Party thirty (30) days written notice. Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination. 3. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writing between them as to confidentiality of Confidential Information. Neither Party shall be bound by any conditions, warranties nor representations with respect to confidentiality of Confidential Information other than as expressly provided in this Agreement. 4. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the District of Columbia, without regard to principles of conflicts of laws. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instruments. 11. In addition to all other legal rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving Party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to full recovery of its attorneys’ fees. 5. No failures of delay by the disclosing Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or privilege hereunder. Both parties signify their agreement to the above terms by signing or causing their authorized representatives to sign this Agreement effective as of the date specified in the opening paragraph of this Agreement. ON BEHALF OF THE HISPANIC HNBA BOARD MEMBER NATIONAL BAR ASSOCIATION Erica V. Mason, Esq. Board Member Signature HNBA 2017/2018 National President Date Print Board Member Name

Confidential Information shall only include technical information.

Contradiction