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125_nda-1

125_nda-1_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

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

Contradiction

125_nda-19

125_nda-19_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

Some obligations of Agreement may survive termination of Agreement.

Entailment

125_nda-12

125_nda-12_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 may independently develop information similar to Confidential Information.

Entailment

125_nda-20

125_nda-20_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 may retain some Confidential Information even after the return or destruction of Confidential Information.

Entailment

125_nda-3

125_nda-3_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

Confidential Information may include verbally conveyed information.

Entailment

125_nda-18

125_nda-18_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 solicit some of Disclosing Party's representatives.

Not mentioned

125_nda-7

125_nda-7_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 may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

Contradiction

125_nda-17

125_nda-17_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 may create a copy of some Confidential Information in some circumstances.

Not mentioned

125_nda-8

125_nda-8_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 notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

Entailment

125_nda-13

125_nda-13_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 may acquire information similar to Confidential Information from a third party.

Entailment

125_nda-5

125_nda-5_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 may share some Confidential Information with some of Receiving Party's employees.

Entailment

125_nda-4

125_nda-4_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 use any Confidential Information for any purpose other than the purposes stated in Agreement.

Entailment

126_nda-11

126_nda-11_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

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126_nda-16_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

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126_nda-15_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

126_nda-10

126_nda-10_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

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PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

Confidential Information shall only include technical information.

Entailment

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PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

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PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

Some obligations of Agreement may survive termination of Agreement.

Entailment

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PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

Receiving Party may independently develop information similar to Confidential Information.

Entailment

126_nda-20

126_nda-20_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Contradiction

126_nda-3

126_nda-3_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

Confidential Information may include verbally conveyed information.

Entailment

126_nda-18

126_nda-18_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Not mentioned

126_nda-7

126_nda-7_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: 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

126_nda-17

126_nda-17_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Contradiction

126_nda-8

126_nda-8_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: 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.

Entailment

126_nda-13

126_nda-13_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

126_nda-5

126_nda-5_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: By: By: Name: Name: Title: Title: Date: Date:

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

Entailment

126_nda-4

126_nda-4_0

PRACTICE MANAGEMENT SYSTEM INTEGRATION TOOLKIT NON-DISCLOSURE AND PERMITTED USE AGREEMENT This Practice Management System Integration Toolkit Non-Disclosure and Permitted Use Agreement (the "Agreement") is made and entered into as of _____________________ between Insurance Bureau of Canada (“IBC”) and ____________________________ ("Vendor"). WHEREAS: (A) IBC operates an electronic accident benefits health claims transactions processing system (known as the “Health Claims for Auto Insurance” system or the “HCAI System”) that permits medical and rehabilitation treatment plans and invoices, in the form approved by the Ontario insurance regulator, the Financial Services Commission of Ontario (“FSCO”) under the Insurance Act (Ontario), (defined as “Claim Requests” below) to be submitted electronically to automobile insurers (“Insurers”) by health care providers or their intermediaries (“Providers”). (B) Vendor is the licensor of a practice management system (“PMS”) known as _________________________ and wishes to obtain technical information from IBC (the “Technical Information”) in order to develop functionality in the Provider’s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the “Purpose”). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definitions and Exclusions. (a) “Confidential Information” a. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor. b. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, “HCAI System Information”) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing. c. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request. (b) Other Definitions (i) “Claim Information” means a Claim Request and/or any associated Claim Response. (ii) “Claim Request” means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System. (iii) “Claim Response” means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User. (iv) “Claims” means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term). (v) “Insurer User” means an Insurer that participates in the HCAI System. (vi) “Personal Information” means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto. (vii) “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time. (viii) “Provider User” or “User” means an individual Provider that participates as a “provider” in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions. (ix) “Services” means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide. (c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC’s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System. 2. Obligations Regarding Confidential Information (a) Vendor shall: (i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system. (ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information; (iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and (v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law. (b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information. (d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (e) Vendor shall, at IBC’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same. (f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws. (g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System. (h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall (A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors. (i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor’s End User License Agreement (EULA). Vendor’s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool. (j) Vendor shall ensure that in its license agreement for the PMS Software: a. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor’s licensees in respect of such licensee’s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information; b. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision). c. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code. d. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information. e. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties. f. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC. 3. Remedies Vendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds. Vendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor’s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations. 4. Miscellaneous (a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. (b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an “as is” basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor’s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider’s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC’S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS. (d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC. (e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers’ fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. (f) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System. (g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information. (i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily. (j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. VENDOR: Insurance Bureau of Canada Address: 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

128_nda-11

128_nda-11_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Not mentioned

128_nda-16

128_nda-16_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Not mentioned

128_nda-15

128_nda-15_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

128_nda-10

128_nda-10_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

128_nda-2

128_nda-2_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

Confidential Information shall only include technical information.

Contradiction

128_nda-1

128_nda-1_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Contradiction

128_nda-19

128_nda-19_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

Some obligations of Agreement may survive termination of Agreement.

Entailment

128_nda-12

128_nda-12_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

Receiving Party may independently develop information similar to Confidential Information.

Not mentioned

128_nda-20

128_nda-20_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

128_nda-3

128_nda-3_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

Confidential Information may include verbally conveyed information.

Entailment

128_nda-18

128_nda-18_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Not mentioned

128_nda-7

128_nda-7_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

128_nda-17

128_nda-17_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

128_nda-8

128_nda-8_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

128_nda-13

128_nda-13_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Not mentioned

128_nda-5

128_nda-5_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

128_nda-4

128_nda-4_0

DATED NON-DISCLOSURE AGREEMENT BETWEEN LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE AND [PARTY 2] CONTENTS CLAUSE 1. DEFINITIONS AND INTERPRETATION ........................................................... 1 2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3 3. RETURN OF INFORMATION ............................................................................ 4 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5 5. WARRANTY AND INDEMNITY ......................................................................... 5 6. TERM AND TERMINATION .............................................................................. 5 7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6 8. NO WAIVER ...................................................................................................... 6 9. ASSIGNMENT ................................................................................................... 6 10. NOTICES ........................................................................................................... 7 11. NO PARTNERSHIP ........................................................................................... 7 12. THIRD PARTY RIGHTS .................................................................................... 7 13. GOVERNING LAW AND JURISDICTION ......................................................... 7 THIS AGREEMENT is dated PARTIES (1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE ("LSE"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (“Defined Term For Party”). BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions and rules of interpretation in this clause apply in this Agreement: Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to: (a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) The existence and terms of this Agreement; (c) Any information that would be regarded as confidential by a reasonable business person relating to: (i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and (d) Any information or analysis derived from Confidential Information; but not including any information that: (e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (h) The parties agree in writing is not confidential or may be disclosed. Disclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information. Purpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT]. Recipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information. Representative means employees, agents, officers, advisers and other representatives of the Recipient. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule. 2. OBLIGATIONS OF CONFIDENTIALITY 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (“the Act”) from the date that it is received from the Disclosing Party; (b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act; (c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party). 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) It keeps a written record of these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, 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 other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party. 3. RETURN OF INFORMATION 3.1 At the request of the Disclosing Party, the Recipient shall: (a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. 4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT 4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. 4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. 4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement. 4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. 5. WARRANTY AND INDEMNITY 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 6. TERM AND TERMINATION 6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement. 6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. 7. ENTIRE AGREEMENT AND VARIATION 7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. 7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives). 8. NO WAIVER 8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. 8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party. 9. ASSIGNMENT Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it. 10. NOTICES 10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) LSE: [CONTACT NAME] [ADDRESS] (b) [PARTY 2]: [CONTACT NAME] [ADDRESS] or as otherwise specified by the relevant party by notice in writing to each other party. 10.2 Any notice shall be deemed to have been duly received: (a) If delivered personally, when left at the address and for the contact referred to in this clause; or (b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or (c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.] 11. NO PARTNERSHIP Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 12. THIRD PARTY RIGHTS A person who is not a party to this Agreement shall not have any rights under or in connection with it. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. 13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement has been entered into on the date stated at the beginning of it. Signed by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... DEFINED TERM FOR PARTY] [title]

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

Entailment

130_nda-11

130_nda-11_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Entailment

130_nda-16

130_nda-16_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Not mentioned

130_nda-15

130_nda-15_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Entailment

130_nda-10

130_nda-10_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Not mentioned

130_nda-2

130_nda-2_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

Confidential Information shall only include technical information.

Contradiction

130_nda-1

130_nda-1_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Contradiction

130_nda-19

130_nda-19_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

Some obligations of Agreement may survive termination of Agreement.

Entailment

130_nda-12

130_nda-12_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

Receiving Party may independently develop information similar to Confidential Information.

Entailment

130_nda-20

130_nda-20_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Contradiction

130_nda-3

130_nda-3_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

Confidential Information may include verbally conveyed information.

Contradiction

130_nda-18

130_nda-18_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Not mentioned

130_nda-7

130_nda-7_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Entailment

130_nda-17

130_nda-17_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Entailment

130_nda-8

130_nda-8_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Entailment

130_nda-13

130_nda-13_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Entailment

130_nda-5

130_nda-5_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Entailment

130_nda-4

130_nda-4_0

Two-Way Non-Disclosure Agreement This Agreement (the "Agreement") is made between Infomagnet Ltd., of 65 Claremont Road, Highgate, London, N6 5BZ, UK, a company incorporated under the laws of England and Wales, company registration no. 4722865 (Infomagnet), and __________________, of ____________________, (___________) and is entered into with effect from ____________. In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following: 1. Definitions (a) "Confidential Information" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement. (b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. (d) “Disclosing Party” is the party disclosing the Confidential Information and/or the Confidential Materials. (e) “Receiving Party” is the party in receipt of the Confidential Information and/or the Confidential Materials. 2. Restrictions (a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure. (b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement. (c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure. (d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party. 3. Rights & Remedies (a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use. (b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party. (c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction. (d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information. (b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms "residuals" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents. (c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales. (e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. (f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. EXECUTED BY : For and on behalf of ____________________________________________________ By : Full Name : ___________________________________________________ Date : ___________________________________________________ For and on behalf of Infomagnet Ltd. By : ___________________________________________________ Full Name : ___________________________________________________ Title : ___________________________________________________ Date : ___________________________________________________

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

Contradiction

131_nda-11

131_nda-11_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Not mentioned

131_nda-16

131_nda-16_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Not mentioned

131_nda-15

131_nda-15_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Entailment

131_nda-10

131_nda-10_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Not mentioned

131_nda-2

131_nda-2_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

Confidential Information shall only include technical information.

Contradiction

131_nda-1

131_nda-1_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Contradiction

131_nda-19

131_nda-19_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

Some obligations of Agreement may survive termination of Agreement.

Entailment

131_nda-12

131_nda-12_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

Receiving Party may independently develop information similar to Confidential Information.

Entailment

131_nda-20

131_nda-20_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Contradiction

131_nda-3

131_nda-3_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

Confidential Information may include verbally conveyed information.

Entailment

131_nda-18

131_nda-18_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Not mentioned

131_nda-7

131_nda-7_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Entailment

131_nda-17

131_nda-17_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Not mentioned

131_nda-8

131_nda-8_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Entailment

131_nda-13

131_nda-13_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Entailment

131_nda-5

131_nda-5_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Entailment

131_nda-4

131_nda-4_0

Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (this “Agreement”) is made and entered into on , 20 , (the “Effective Date”) by and between [entity] (“COMPANY X”) having offices located at [address], and [entity] (“COMPANY Y”) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a “Party,” or collectively as the “Parties.” Each Party may disclose information (and in that case be a “Discloser”) and receive information (and in that case be a “Recipient”) under this Agreement. Recital: COMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the “Purpose”). 2. Confidential Information. a. “Confidential Information” shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser’s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked “confidential,” “proprietary” or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential. b. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as “Confidential” or “Proprietary”); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information 3. Limitations. Confidential Information shall not include information that: a. is or becomes known publicly through no fault of the Recipient; or b. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or c. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or d. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received; e. is free of confidentiality restrictions by written agreement of the Discloser. 4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient’s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care. 5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser’s rights under this Agreement. 6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party’s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary. 7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser’s prior written consent, which shall be granted or with-held in its sole discretion. 8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person. 9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement. 10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient’s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy. 11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein. 12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party’s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement. 13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected. 14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties. 15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law. 16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy. 17. Attorneys’ Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys’ fees and costs incurred in connection with such action. 18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles. 19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party’s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, “click wrap” agreement, or any similar agreement contained thereon. NOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers. ACCEPTED AND AGREED: [COMPANY X] [COMPANY Y] By: By: Name: Name: Title: Title:

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

Entailment

132_nda-11

132_nda-11_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Not mentioned

132_nda-16

132_nda-16_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Entailment

132_nda-15

132_nda-15_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Entailment

132_nda-10

132_nda-10_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Not mentioned

132_nda-2

132_nda-2_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

Confidential Information shall only include technical information.

Contradiction

132_nda-1

132_nda-1_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Not mentioned

132_nda-19

132_nda-19_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

Some obligations of Agreement may survive termination of Agreement.

Not mentioned

132_nda-12

132_nda-12_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

Receiving Party may independently develop information similar to Confidential Information.

Not mentioned

132_nda-20

132_nda-20_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Contradiction

132_nda-3

132_nda-3_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

Confidential Information may include verbally conveyed information.

Entailment

132_nda-18

132_nda-18_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Not mentioned

132_nda-7

132_nda-7_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Entailment

132_nda-17

132_nda-17_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Not mentioned

132_nda-8

132_nda-8_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Entailment

132_nda-13

132_nda-13_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Entailment

132_nda-5

132_nda-5_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Entailment

132_nda-4

132_nda-4_0

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement is between_______________________ (“Customer”) located at_____________________________________________ and INaturals (“Company”). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows: 1. A party to this Agreement receiving Confidential Information “Recipient” agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. “Confidential Information” shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential. The obligation of confidentiality and non-use shall not apply to information which: a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients. b) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or d) Is required by law to be disclosed. 2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. 3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding. 4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties’ heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession. 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. 6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property. 7. Upon written request from the other party, each party agrees to return or destroy all the other party’s Confidential Information, together with all copies or reproductions thereof. 8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns. 9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France. 10. This Agreement may not be assigned by either party without the advance written permission of the other party. 11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives. Customer INaturals SAS Customer address By: Leila FALCAO By: ______________________ Title: CEO/Founder Title: _______________________ Signature: ___________________ Signature: ___________________ Date: _______________________

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

Entailment

133_nda-11

133_nda-11_0

NON-DISCLOSURE AGREEMENT _________________________________________________________ This Non-Disclosure Agreement (hereinafter referred to as: “Contract” or “Agreement”) was freely stipulated and entered into without any pressure or duress whatsoever as of (insert effective date), between: JB Machine LLC, having primary place of residence at 14309 Toepperwein rd ste 403 San Antonio, TX 78233 (hereinafter referred to as “Recipient” or “Company”), And (Recipient), having primary place of residence at ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ (hereinafter referred to as “Owner” or “Client”), (Collectively referred to as: “Parties”, “Contractors”) Both of whom hereby agree to be bound and abide by the provisions stated in this agreement Thereby, the Client desires to protect his legitimate rights of confidentiality regarding the business that the Client owns and operates. The Recipient of confidential information has agreed to keep the information shared by the Client, which may be, connected to doing business with the Company, confidential in nature or otherwise important for the Client. The Company respects the legitimate interests of the Client, and is willing to abide by the terms set out in this contract. Both parties agree that there is no weaker party in this agreement, as both parties have had equivalent bargaining powers prior to formation of this contract. Therefore, in consideration and respect to all the mutually stipulated provisions, promises and obligations made by the Parties in this specific Contract, the Parties covenant and agree as follows: SOURCE OF INFORMATION The information received by the Recipient is primarily from execution of a standalone contract connected to the Recipient’s business. The Recipient is, by all objective standards a legitimate and legally bound private entity established under applicable US law. Within the scope of the business activity of the Recipient, who works and operates in the manufacturing and wholesale business, the existent agreement between the parties, more specifically, its execution does require certain confidential information from the Owner. CONFIDENTIAL INFORMATION For the purposes of this Agreement, the term “Confidential information” (abbreviated: “information”) means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is generally not known to anyone but the Owner, and which the Recipient is to obtain by fulfilling his/hers duties. The term is also to be used for information, metric units, useful designs, technical data, expertise, descriptions, plans, schemes, sketches, or other information, which is proprietary to the Owner of the classified information. Confidential information will include any information provided, directly or indirectly, by the owner, as well as information regarding various parameters of performance, procedure or other relevant characteristic, which is tied to the relevant position. Confidential information also includes any information of the owner and a third party with which the Owner deals, including, but not limited to: financial information, business records, plans, trade secrets, product ideas, technical data of any type, contracts, billing records, pricing structure, discounts, property, investments, strategic alliances, partnerships, customer or client lists. The nature of the information and manner of the disclosure are such that a reasonable person would understand to be confidential. Confidential information is also to include information, which is not to be clearly classified as such, and are connected to the execution of contract on behalf of the Recipient of confidential information. EXCEPTIONS FROM CONFIDENTIAL INFORMATION The Term “Confidential information” does NOT include: - Matter of public or otherwise freely accessible knowledge, resulting from direct disclosure by the Owner - Information rightfully received by the Recipient from a Third party without any duty of confidentiality - Independently developed information on behalf of the Recipient - Already disclosed information for the purposes of court or civil proceedings, respecting the principle of “minimal disclosure” - Information disclosed on behalf of the Recipient with prior written or oral ascent from the Owner OBLIGATION OF PROTECTION The Recipient hereby understand the sensitive nature of the information, and thus acknowledges that the information is a valuable, special and unique asses proprietary to the Owner, which provides the Owner with a significant competitive advantage, and thus needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of information, the Recipient agrees to: - Hold the information in confidence and will not, in any way, disclose the information to any person or entity without prior written ascent of the Owner - Not copy or, in any way, modify any information without the prior written ascent of the Owner - The Recipient is to promptly advise the Owner if the Recipient becomes aware of an possible unauthorized disclosure or use of the information - The Recipient is not to disclose any information to any employees of the Recipient, aside from the employees required - To have the information in order to perform their job duties in connection with the limited purposes of this Agreement. Each authorized Employee to whom confidential information is disclosed shall sign a non-disclosure agreement substantially same as this agreement upon request of the Owner. PROTECTION OF INTEREST. DISPOSAL OF INFORMATION The Recipient is to protect any type of information, whether fitting the definition of “confidential information” or not, if he or she believes that disclosing this information may lead to a loss or damage of any kind to the Owner. The Recipient is to dispose of paperwork, data, discs, memory cards, e-mails or any copies of modifications made upon previous written ascent from the Owner in a manner prescribed by the Owner’s disposal of information policy. The Recipient shall be informed on the protocols of discarding or disposing of any tangible medium upon request. RIGHT TO INJUCTIVE RELIEF If it appears that the Recipient has, or has threatened to, disclose any confidential information in violation of this Agreement’s provisions, the owner shall be entitled to an injunctive relief restraining the Recipient form further or any such disclosure. The Owner is not limited to seeking any other forms of legal remedy in sole discretion and as seen fit by the Owner. NON-CIRCUMVENTION For a period of (insert number) years after the end of the term of this Agreement, the Recipient is not to attempt to do business with, or otherwise solicit any business contracts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If any circumvention is to occur, the Owner is to be entitled to any commission due pursuant to this Agreement, or relating to such transaction. THE RIGHT TO FORGET. DISCRETIONAL RIGHTS OF THE OWNER All records obtained by the recipient which are not meant to be returned to the Owner, unless to be used for further production or future business, are to be deleted and destroyed. The Owner of confidential information shall inform the Recipient in writing (unless explicitly stated in this contract) on which information can be securely kept, which are to be destroyed and which are to be returned. RETURN OF CONFIDENTIAL INFORMATION On demand, at any time and at any event which may occur the Recipient is obliged to immediately deliver to the Owner all the date, manuals, lists, notes, writings, product lists, photocopies, recordings, disks or other material (including duplicates and/or copies of any such property and/or material) concerning the work at hand. The Recipient understands and respects that the Owner has all proprietary rights to these materials, and that these materials are entrusted to the Recipient on basis of execution of contract tied to this Non-disclosure agreement. STATUS The parties understand that they are not partners or agents, and stress that both parties are to form this contract, as a result of the confidentiality needed in regards to the proper execution of a standalone contract tied to this Non-disclosure agreement. Neither party has an obligation to purchase products or services from the other party. The Recipient understands the implied limitation of offering products or services created by the Recipient resulting from misuse of the received confidential information. DAMAGES DUE TO DISCLOSURE Disclosure of these materials, whether willingly, by default, negligence or failure to comply with the organizational orders by the Owner or an authorized agent thereof may give the right of redress to the Owner. The Recipient understands that further legal remedies may be taken against him/her because of any harm or loss suffered by the Owner of the confidential information because of the disclosure. NON-SOLICITATION AND NON-COMPETITION In consideration of the experience, know-how, training and other vital organizational or market knowledge, which is to be acquired through working for the Owner, the Employee hereby promises that he/she will NOT, either during the employment or for a period of time of (insert number of years – usually up to two years) consecutive years (months) after termination of employment, directly or indirectly, for the sake of the Employee or for any third party, accept employment or in any other way, directly or indirectly, engage in business activities which are of direct competition to the Owner. In this period, the Recipient further promises NOT TO solicit any current or potential customer of the Owner identified in the duration of the employment with the Owner, or otherwise divert, or attempt to do so, any business from the Owner. The relevant geographical area to which this provision is applicable is the regular place in which the Owner solicits and conducts business, and/or any area to which, as far as the Recipient’s knowledge is, the Owner has plans of future expansion, investment and establishment of another business, which is tied to this business. Both parties are compliant that the time and territorial scope of this Subsection is reasonable, and proportionate with the specifications of the duties the Employee is obliged to conduct, as regulated in this Agreement, and that the restrictions are further reasonable given the Recipient’s access to the Owner’s experience, training programmers, organizational or market knowledge, know-how and insider information which is to be acquired during the employment. If a court of law under the applicable jurisdiction this Agreement is to be revised under deems this subsection unreasonable, it is to be changed by either a constructive judgment or operation of law, in order to ensure the maximal protection of the Owner’s rights and interests. The Recipient hereby agrees that in case of judicial interpretation of this clause, the Owner’s interest are to be protected in the full extent on this issue, as permitted by applicable law. In the event of non-compliance, default or breach of this provision, the Recipient agrees to penalties (if the damage can be determined) or discretional legal claims (if the damage is undeterminable) under the “Damages’ subsection of this Agreement. LIMITATION OF WARRANTY The Recipient is aware that the information is provided „as is“. The OWNER DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE FURTHER LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner neither represents or warrants that any product, busines plans or any other information relating to the Business will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential information is to be solely at the Recipient’s own risk. LICENSING PROVISIONS. The recipient shall not acquire any intellectual property rights under this Agreement, except the right to limited used of information as set forth and specified above. The Recipient acknowledges and understands that, as between the Owner and the Recipient, the informaiton and all related intellectual property rights are, and shall, at all times, be, the property of the Owner, even if suggestions, comments, or ideas made by the Recipient are incorporated into the confidential information or related materials during the validity of this Agreement. INDEMNIFICATION The parties agree to defend, indemnify and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, cost and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation or warranty as per this Agreement. ATTORNEY’S FEES The prevailing party shall be entitled to recover reasonable attorney’s fees and costs in case any legal action between the parties concerning this Agreement is to be taken. RELEVANT TERM The obligations of this Agreement are to survive 2 years form the effective date or until the owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient is to continue to protect the information received during the term of this Agreement from unauthorized use or disclosure indefinitely. SEVERABILITY. CONTINUITY. This Agreement represents the complete understanding and consensus of the Parties in this Non-Disclosure Agreement, and thus shall supersede all previous oral or written agreements, regarding the subject matter regulated herein. Obligations on behalf of the Recipient under this agreement is to be voided by means of written notice of the Owner of confidential information, aside from the “Relevant Term” subsection, which is to survive voiding of any rights or termination of this Agreement. This Agreement may be terminated by means of written notice of the Owner or by end of the contractual relationship to which this Non-disclosure agreement undoubtedly ties to the execution of a contract related to this Non-disclosure agreement All unilateral modifications of the terms of this Agreement are invalid, except for the written notices by the Owner on voiding obligations of the Recipient or terminating this Agreement. Any other changes are subject to consensus by both Parties, and are to be done by renewal, addendum, modification or other instrument recognized by applicable law. DISPUTE RESOLUTION. JURISDICTION The Parties agree to solve all disputes or controversies, including those arising from termination of contract in a manner other than filing court actions. Alternative dispute-resolution prevents statute barring of the rights and obligations arising from this Agreement. If these dispute-resolving methods prove unsuccessful, they are to commence court proceedings. This Agreement shall be governed by and construed in accordance with the jurisdiction of the primary place of business the Owner resides. All disputes or litigation arising from the content of this contract or its execution will be therefore processed in the respective jurisdiction of the Owner’s place of business. PRO-VALIDITY CLAUSE If any provision of this Agreement is, or is to be found by an appropriate authority, unenforceable under governing law, that will not affect the enforceability of any other provisions of this Agreement. Statutory provisions by US State of Florida Law will govern all aspects of NDA Agreement, which have not been regulated by the provisions of this agreement. DAMAGES If damages, resulting as a breach of Terms on behalf of the Recipient cannot be determined, the Owner has the right, in his/her sole discretion, to seek legal remedy amounting in the maximum amount of (set maximum amount), including all reasonable litigation expenses, court costs and reasonable attorney‘s fees. INTERPRETATION GUIDELINES This contract is freely stipulated and solemnized by both parties, who have an equal position in negotiating the terms therein. The contract is not to be interpreted in favor of the party who/which had not drafted it, as it is a freely established relationship between two equal parties under applicable US, State of Texas applicable Law. IN WITNESS WHEREOF, both Parties have concluded and agree to sign this Contract, personally or by their respective authorized agent, as of the day and year set forth above. RECIPIENT OWNER __________________ __________________

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

Not mentioned

133_nda-16

133_nda-16_0

NON-DISCLOSURE AGREEMENT _________________________________________________________ This Non-Disclosure Agreement (hereinafter referred to as: “Contract” or “Agreement”) was freely stipulated and entered into without any pressure or duress whatsoever as of (insert effective date), between: JB Machine LLC, having primary place of residence at 14309 Toepperwein rd ste 403 San Antonio, TX 78233 (hereinafter referred to as “Recipient” or “Company”), And (Recipient), having primary place of residence at ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ (hereinafter referred to as “Owner” or “Client”), (Collectively referred to as: “Parties”, “Contractors”) Both of whom hereby agree to be bound and abide by the provisions stated in this agreement Thereby, the Client desires to protect his legitimate rights of confidentiality regarding the business that the Client owns and operates. The Recipient of confidential information has agreed to keep the information shared by the Client, which may be, connected to doing business with the Company, confidential in nature or otherwise important for the Client. The Company respects the legitimate interests of the Client, and is willing to abide by the terms set out in this contract. Both parties agree that there is no weaker party in this agreement, as both parties have had equivalent bargaining powers prior to formation of this contract. Therefore, in consideration and respect to all the mutually stipulated provisions, promises and obligations made by the Parties in this specific Contract, the Parties covenant and agree as follows: SOURCE OF INFORMATION The information received by the Recipient is primarily from execution of a standalone contract connected to the Recipient’s business. The Recipient is, by all objective standards a legitimate and legally bound private entity established under applicable US law. Within the scope of the business activity of the Recipient, who works and operates in the manufacturing and wholesale business, the existent agreement between the parties, more specifically, its execution does require certain confidential information from the Owner. CONFIDENTIAL INFORMATION For the purposes of this Agreement, the term “Confidential information” (abbreviated: “information”) means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is generally not known to anyone but the Owner, and which the Recipient is to obtain by fulfilling his/hers duties. The term is also to be used for information, metric units, useful designs, technical data, expertise, descriptions, plans, schemes, sketches, or other information, which is proprietary to the Owner of the classified information. Confidential information will include any information provided, directly or indirectly, by the owner, as well as information regarding various parameters of performance, procedure or other relevant characteristic, which is tied to the relevant position. Confidential information also includes any information of the owner and a third party with which the Owner deals, including, but not limited to: financial information, business records, plans, trade secrets, product ideas, technical data of any type, contracts, billing records, pricing structure, discounts, property, investments, strategic alliances, partnerships, customer or client lists. The nature of the information and manner of the disclosure are such that a reasonable person would understand to be confidential. Confidential information is also to include information, which is not to be clearly classified as such, and are connected to the execution of contract on behalf of the Recipient of confidential information. EXCEPTIONS FROM CONFIDENTIAL INFORMATION The Term “Confidential information” does NOT include: - Matter of public or otherwise freely accessible knowledge, resulting from direct disclosure by the Owner - Information rightfully received by the Recipient from a Third party without any duty of confidentiality - Independently developed information on behalf of the Recipient - Already disclosed information for the purposes of court or civil proceedings, respecting the principle of “minimal disclosure” - Information disclosed on behalf of the Recipient with prior written or oral ascent from the Owner OBLIGATION OF PROTECTION The Recipient hereby understand the sensitive nature of the information, and thus acknowledges that the information is a valuable, special and unique asses proprietary to the Owner, which provides the Owner with a significant competitive advantage, and thus needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of information, the Recipient agrees to: - Hold the information in confidence and will not, in any way, disclose the information to any person or entity without prior written ascent of the Owner - Not copy or, in any way, modify any information without the prior written ascent of the Owner - The Recipient is to promptly advise the Owner if the Recipient becomes aware of an possible unauthorized disclosure or use of the information - The Recipient is not to disclose any information to any employees of the Recipient, aside from the employees required - To have the information in order to perform their job duties in connection with the limited purposes of this Agreement. Each authorized Employee to whom confidential information is disclosed shall sign a non-disclosure agreement substantially same as this agreement upon request of the Owner. PROTECTION OF INTEREST. DISPOSAL OF INFORMATION The Recipient is to protect any type of information, whether fitting the definition of “confidential information” or not, if he or she believes that disclosing this information may lead to a loss or damage of any kind to the Owner. The Recipient is to dispose of paperwork, data, discs, memory cards, e-mails or any copies of modifications made upon previous written ascent from the Owner in a manner prescribed by the Owner’s disposal of information policy. The Recipient shall be informed on the protocols of discarding or disposing of any tangible medium upon request. RIGHT TO INJUCTIVE RELIEF If it appears that the Recipient has, or has threatened to, disclose any confidential information in violation of this Agreement’s provisions, the owner shall be entitled to an injunctive relief restraining the Recipient form further or any such disclosure. The Owner is not limited to seeking any other forms of legal remedy in sole discretion and as seen fit by the Owner. NON-CIRCUMVENTION For a period of (insert number) years after the end of the term of this Agreement, the Recipient is not to attempt to do business with, or otherwise solicit any business contracts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If any circumvention is to occur, the Owner is to be entitled to any commission due pursuant to this Agreement, or relating to such transaction. THE RIGHT TO FORGET. DISCRETIONAL RIGHTS OF THE OWNER All records obtained by the recipient which are not meant to be returned to the Owner, unless to be used for further production or future business, are to be deleted and destroyed. The Owner of confidential information shall inform the Recipient in writing (unless explicitly stated in this contract) on which information can be securely kept, which are to be destroyed and which are to be returned. RETURN OF CONFIDENTIAL INFORMATION On demand, at any time and at any event which may occur the Recipient is obliged to immediately deliver to the Owner all the date, manuals, lists, notes, writings, product lists, photocopies, recordings, disks or other material (including duplicates and/or copies of any such property and/or material) concerning the work at hand. The Recipient understands and respects that the Owner has all proprietary rights to these materials, and that these materials are entrusted to the Recipient on basis of execution of contract tied to this Non-disclosure agreement. STATUS The parties understand that they are not partners or agents, and stress that both parties are to form this contract, as a result of the confidentiality needed in regards to the proper execution of a standalone contract tied to this Non-disclosure agreement. Neither party has an obligation to purchase products or services from the other party. The Recipient understands the implied limitation of offering products or services created by the Recipient resulting from misuse of the received confidential information. DAMAGES DUE TO DISCLOSURE Disclosure of these materials, whether willingly, by default, negligence or failure to comply with the organizational orders by the Owner or an authorized agent thereof may give the right of redress to the Owner. The Recipient understands that further legal remedies may be taken against him/her because of any harm or loss suffered by the Owner of the confidential information because of the disclosure. NON-SOLICITATION AND NON-COMPETITION In consideration of the experience, know-how, training and other vital organizational or market knowledge, which is to be acquired through working for the Owner, the Employee hereby promises that he/she will NOT, either during the employment or for a period of time of (insert number of years – usually up to two years) consecutive years (months) after termination of employment, directly or indirectly, for the sake of the Employee or for any third party, accept employment or in any other way, directly or indirectly, engage in business activities which are of direct competition to the Owner. In this period, the Recipient further promises NOT TO solicit any current or potential customer of the Owner identified in the duration of the employment with the Owner, or otherwise divert, or attempt to do so, any business from the Owner. The relevant geographical area to which this provision is applicable is the regular place in which the Owner solicits and conducts business, and/or any area to which, as far as the Recipient’s knowledge is, the Owner has plans of future expansion, investment and establishment of another business, which is tied to this business. Both parties are compliant that the time and territorial scope of this Subsection is reasonable, and proportionate with the specifications of the duties the Employee is obliged to conduct, as regulated in this Agreement, and that the restrictions are further reasonable given the Recipient’s access to the Owner’s experience, training programmers, organizational or market knowledge, know-how and insider information which is to be acquired during the employment. If a court of law under the applicable jurisdiction this Agreement is to be revised under deems this subsection unreasonable, it is to be changed by either a constructive judgment or operation of law, in order to ensure the maximal protection of the Owner’s rights and interests. The Recipient hereby agrees that in case of judicial interpretation of this clause, the Owner’s interest are to be protected in the full extent on this issue, as permitted by applicable law. In the event of non-compliance, default or breach of this provision, the Recipient agrees to penalties (if the damage can be determined) or discretional legal claims (if the damage is undeterminable) under the “Damages’ subsection of this Agreement. LIMITATION OF WARRANTY The Recipient is aware that the information is provided „as is“. The OWNER DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE FURTHER LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner neither represents or warrants that any product, busines plans or any other information relating to the Business will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential information is to be solely at the Recipient’s own risk. LICENSING PROVISIONS. The recipient shall not acquire any intellectual property rights under this Agreement, except the right to limited used of information as set forth and specified above. The Recipient acknowledges and understands that, as between the Owner and the Recipient, the informaiton and all related intellectual property rights are, and shall, at all times, be, the property of the Owner, even if suggestions, comments, or ideas made by the Recipient are incorporated into the confidential information or related materials during the validity of this Agreement. INDEMNIFICATION The parties agree to defend, indemnify and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, cost and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation or warranty as per this Agreement. ATTORNEY’S FEES The prevailing party shall be entitled to recover reasonable attorney’s fees and costs in case any legal action between the parties concerning this Agreement is to be taken. RELEVANT TERM The obligations of this Agreement are to survive 2 years form the effective date or until the owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient is to continue to protect the information received during the term of this Agreement from unauthorized use or disclosure indefinitely. SEVERABILITY. CONTINUITY. This Agreement represents the complete understanding and consensus of the Parties in this Non-Disclosure Agreement, and thus shall supersede all previous oral or written agreements, regarding the subject matter regulated herein. Obligations on behalf of the Recipient under this agreement is to be voided by means of written notice of the Owner of confidential information, aside from the “Relevant Term” subsection, which is to survive voiding of any rights or termination of this Agreement. This Agreement may be terminated by means of written notice of the Owner or by end of the contractual relationship to which this Non-disclosure agreement undoubtedly ties to the execution of a contract related to this Non-disclosure agreement All unilateral modifications of the terms of this Agreement are invalid, except for the written notices by the Owner on voiding obligations of the Recipient or terminating this Agreement. Any other changes are subject to consensus by both Parties, and are to be done by renewal, addendum, modification or other instrument recognized by applicable law. DISPUTE RESOLUTION. JURISDICTION The Parties agree to solve all disputes or controversies, including those arising from termination of contract in a manner other than filing court actions. Alternative dispute-resolution prevents statute barring of the rights and obligations arising from this Agreement. If these dispute-resolving methods prove unsuccessful, they are to commence court proceedings. This Agreement shall be governed by and construed in accordance with the jurisdiction of the primary place of business the Owner resides. All disputes or litigation arising from the content of this contract or its execution will be therefore processed in the respective jurisdiction of the Owner’s place of business. PRO-VALIDITY CLAUSE If any provision of this Agreement is, or is to be found by an appropriate authority, unenforceable under governing law, that will not affect the enforceability of any other provisions of this Agreement. Statutory provisions by US State of Florida Law will govern all aspects of NDA Agreement, which have not been regulated by the provisions of this agreement. DAMAGES If damages, resulting as a breach of Terms on behalf of the Recipient cannot be determined, the Owner has the right, in his/her sole discretion, to seek legal remedy amounting in the maximum amount of (set maximum amount), including all reasonable litigation expenses, court costs and reasonable attorney‘s fees. INTERPRETATION GUIDELINES This contract is freely stipulated and solemnized by both parties, who have an equal position in negotiating the terms therein. The contract is not to be interpreted in favor of the party who/which had not drafted it, as it is a freely established relationship between two equal parties under applicable US, State of Texas applicable Law. IN WITNESS WHEREOF, both Parties have concluded and agree to sign this Contract, personally or by their respective authorized agent, as of the day and year set forth above. RECIPIENT OWNER __________________ __________________

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

Entailment

133_nda-15

133_nda-15_0

NON-DISCLOSURE AGREEMENT _________________________________________________________ This Non-Disclosure Agreement (hereinafter referred to as: “Contract” or “Agreement”) was freely stipulated and entered into without any pressure or duress whatsoever as of (insert effective date), between: JB Machine LLC, having primary place of residence at 14309 Toepperwein rd ste 403 San Antonio, TX 78233 (hereinafter referred to as “Recipient” or “Company”), And (Recipient), having primary place of residence at ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ (hereinafter referred to as “Owner” or “Client”), (Collectively referred to as: “Parties”, “Contractors”) Both of whom hereby agree to be bound and abide by the provisions stated in this agreement Thereby, the Client desires to protect his legitimate rights of confidentiality regarding the business that the Client owns and operates. The Recipient of confidential information has agreed to keep the information shared by the Client, which may be, connected to doing business with the Company, confidential in nature or otherwise important for the Client. The Company respects the legitimate interests of the Client, and is willing to abide by the terms set out in this contract. Both parties agree that there is no weaker party in this agreement, as both parties have had equivalent bargaining powers prior to formation of this contract. Therefore, in consideration and respect to all the mutually stipulated provisions, promises and obligations made by the Parties in this specific Contract, the Parties covenant and agree as follows: SOURCE OF INFORMATION The information received by the Recipient is primarily from execution of a standalone contract connected to the Recipient’s business. The Recipient is, by all objective standards a legitimate and legally bound private entity established under applicable US law. Within the scope of the business activity of the Recipient, who works and operates in the manufacturing and wholesale business, the existent agreement between the parties, more specifically, its execution does require certain confidential information from the Owner. CONFIDENTIAL INFORMATION For the purposes of this Agreement, the term “Confidential information” (abbreviated: “information”) means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is generally not known to anyone but the Owner, and which the Recipient is to obtain by fulfilling his/hers duties. The term is also to be used for information, metric units, useful designs, technical data, expertise, descriptions, plans, schemes, sketches, or other information, which is proprietary to the Owner of the classified information. Confidential information will include any information provided, directly or indirectly, by the owner, as well as information regarding various parameters of performance, procedure or other relevant characteristic, which is tied to the relevant position. Confidential information also includes any information of the owner and a third party with which the Owner deals, including, but not limited to: financial information, business records, plans, trade secrets, product ideas, technical data of any type, contracts, billing records, pricing structure, discounts, property, investments, strategic alliances, partnerships, customer or client lists. The nature of the information and manner of the disclosure are such that a reasonable person would understand to be confidential. Confidential information is also to include information, which is not to be clearly classified as such, and are connected to the execution of contract on behalf of the Recipient of confidential information. EXCEPTIONS FROM CONFIDENTIAL INFORMATION The Term “Confidential information” does NOT include: - Matter of public or otherwise freely accessible knowledge, resulting from direct disclosure by the Owner - Information rightfully received by the Recipient from a Third party without any duty of confidentiality - Independently developed information on behalf of the Recipient - Already disclosed information for the purposes of court or civil proceedings, respecting the principle of “minimal disclosure” - Information disclosed on behalf of the Recipient with prior written or oral ascent from the Owner OBLIGATION OF PROTECTION The Recipient hereby understand the sensitive nature of the information, and thus acknowledges that the information is a valuable, special and unique asses proprietary to the Owner, which provides the Owner with a significant competitive advantage, and thus needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of information, the Recipient agrees to: - Hold the information in confidence and will not, in any way, disclose the information to any person or entity without prior written ascent of the Owner - Not copy or, in any way, modify any information without the prior written ascent of the Owner - The Recipient is to promptly advise the Owner if the Recipient becomes aware of an possible unauthorized disclosure or use of the information - The Recipient is not to disclose any information to any employees of the Recipient, aside from the employees required - To have the information in order to perform their job duties in connection with the limited purposes of this Agreement. Each authorized Employee to whom confidential information is disclosed shall sign a non-disclosure agreement substantially same as this agreement upon request of the Owner. PROTECTION OF INTEREST. DISPOSAL OF INFORMATION The Recipient is to protect any type of information, whether fitting the definition of “confidential information” or not, if he or she believes that disclosing this information may lead to a loss or damage of any kind to the Owner. The Recipient is to dispose of paperwork, data, discs, memory cards, e-mails or any copies of modifications made upon previous written ascent from the Owner in a manner prescribed by the Owner’s disposal of information policy. The Recipient shall be informed on the protocols of discarding or disposing of any tangible medium upon request. RIGHT TO INJUCTIVE RELIEF If it appears that the Recipient has, or has threatened to, disclose any confidential information in violation of this Agreement’s provisions, the owner shall be entitled to an injunctive relief restraining the Recipient form further or any such disclosure. The Owner is not limited to seeking any other forms of legal remedy in sole discretion and as seen fit by the Owner. NON-CIRCUMVENTION For a period of (insert number) years after the end of the term of this Agreement, the Recipient is not to attempt to do business with, or otherwise solicit any business contracts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If any circumvention is to occur, the Owner is to be entitled to any commission due pursuant to this Agreement, or relating to such transaction. THE RIGHT TO FORGET. DISCRETIONAL RIGHTS OF THE OWNER All records obtained by the recipient which are not meant to be returned to the Owner, unless to be used for further production or future business, are to be deleted and destroyed. The Owner of confidential information shall inform the Recipient in writing (unless explicitly stated in this contract) on which information can be securely kept, which are to be destroyed and which are to be returned. RETURN OF CONFIDENTIAL INFORMATION On demand, at any time and at any event which may occur the Recipient is obliged to immediately deliver to the Owner all the date, manuals, lists, notes, writings, product lists, photocopies, recordings, disks or other material (including duplicates and/or copies of any such property and/or material) concerning the work at hand. The Recipient understands and respects that the Owner has all proprietary rights to these materials, and that these materials are entrusted to the Recipient on basis of execution of contract tied to this Non-disclosure agreement. STATUS The parties understand that they are not partners or agents, and stress that both parties are to form this contract, as a result of the confidentiality needed in regards to the proper execution of a standalone contract tied to this Non-disclosure agreement. Neither party has an obligation to purchase products or services from the other party. The Recipient understands the implied limitation of offering products or services created by the Recipient resulting from misuse of the received confidential information. DAMAGES DUE TO DISCLOSURE Disclosure of these materials, whether willingly, by default, negligence or failure to comply with the organizational orders by the Owner or an authorized agent thereof may give the right of redress to the Owner. The Recipient understands that further legal remedies may be taken against him/her because of any harm or loss suffered by the Owner of the confidential information because of the disclosure. NON-SOLICITATION AND NON-COMPETITION In consideration of the experience, know-how, training and other vital organizational or market knowledge, which is to be acquired through working for the Owner, the Employee hereby promises that he/she will NOT, either during the employment or for a period of time of (insert number of years – usually up to two years) consecutive years (months) after termination of employment, directly or indirectly, for the sake of the Employee or for any third party, accept employment or in any other way, directly or indirectly, engage in business activities which are of direct competition to the Owner. In this period, the Recipient further promises NOT TO solicit any current or potential customer of the Owner identified in the duration of the employment with the Owner, or otherwise divert, or attempt to do so, any business from the Owner. The relevant geographical area to which this provision is applicable is the regular place in which the Owner solicits and conducts business, and/or any area to which, as far as the Recipient’s knowledge is, the Owner has plans of future expansion, investment and establishment of another business, which is tied to this business. Both parties are compliant that the time and territorial scope of this Subsection is reasonable, and proportionate with the specifications of the duties the Employee is obliged to conduct, as regulated in this Agreement, and that the restrictions are further reasonable given the Recipient’s access to the Owner’s experience, training programmers, organizational or market knowledge, know-how and insider information which is to be acquired during the employment. If a court of law under the applicable jurisdiction this Agreement is to be revised under deems this subsection unreasonable, it is to be changed by either a constructive judgment or operation of law, in order to ensure the maximal protection of the Owner’s rights and interests. The Recipient hereby agrees that in case of judicial interpretation of this clause, the Owner’s interest are to be protected in the full extent on this issue, as permitted by applicable law. In the event of non-compliance, default or breach of this provision, the Recipient agrees to penalties (if the damage can be determined) or discretional legal claims (if the damage is undeterminable) under the “Damages’ subsection of this Agreement. LIMITATION OF WARRANTY The Recipient is aware that the information is provided „as is“. The OWNER DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE FURTHER LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner neither represents or warrants that any product, busines plans or any other information relating to the Business will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential information is to be solely at the Recipient’s own risk. LICENSING PROVISIONS. The recipient shall not acquire any intellectual property rights under this Agreement, except the right to limited used of information as set forth and specified above. The Recipient acknowledges and understands that, as between the Owner and the Recipient, the informaiton and all related intellectual property rights are, and shall, at all times, be, the property of the Owner, even if suggestions, comments, or ideas made by the Recipient are incorporated into the confidential information or related materials during the validity of this Agreement. INDEMNIFICATION The parties agree to defend, indemnify and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, cost and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation or warranty as per this Agreement. ATTORNEY’S FEES The prevailing party shall be entitled to recover reasonable attorney’s fees and costs in case any legal action between the parties concerning this Agreement is to be taken. RELEVANT TERM The obligations of this Agreement are to survive 2 years form the effective date or until the owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient is to continue to protect the information received during the term of this Agreement from unauthorized use or disclosure indefinitely. SEVERABILITY. CONTINUITY. This Agreement represents the complete understanding and consensus of the Parties in this Non-Disclosure Agreement, and thus shall supersede all previous oral or written agreements, regarding the subject matter regulated herein. Obligations on behalf of the Recipient under this agreement is to be voided by means of written notice of the Owner of confidential information, aside from the “Relevant Term” subsection, which is to survive voiding of any rights or termination of this Agreement. This Agreement may be terminated by means of written notice of the Owner or by end of the contractual relationship to which this Non-disclosure agreement undoubtedly ties to the execution of a contract related to this Non-disclosure agreement All unilateral modifications of the terms of this Agreement are invalid, except for the written notices by the Owner on voiding obligations of the Recipient or terminating this Agreement. Any other changes are subject to consensus by both Parties, and are to be done by renewal, addendum, modification or other instrument recognized by applicable law. DISPUTE RESOLUTION. JURISDICTION The Parties agree to solve all disputes or controversies, including those arising from termination of contract in a manner other than filing court actions. Alternative dispute-resolution prevents statute barring of the rights and obligations arising from this Agreement. If these dispute-resolving methods prove unsuccessful, they are to commence court proceedings. This Agreement shall be governed by and construed in accordance with the jurisdiction of the primary place of business the Owner resides. All disputes or litigation arising from the content of this contract or its execution will be therefore processed in the respective jurisdiction of the Owner’s place of business. PRO-VALIDITY CLAUSE If any provision of this Agreement is, or is to be found by an appropriate authority, unenforceable under governing law, that will not affect the enforceability of any other provisions of this Agreement. Statutory provisions by US State of Florida Law will govern all aspects of NDA Agreement, which have not been regulated by the provisions of this agreement. DAMAGES If damages, resulting as a breach of Terms on behalf of the Recipient cannot be determined, the Owner has the right, in his/her sole discretion, to seek legal remedy amounting in the maximum amount of (set maximum amount), including all reasonable litigation expenses, court costs and reasonable attorney‘s fees. INTERPRETATION GUIDELINES This contract is freely stipulated and solemnized by both parties, who have an equal position in negotiating the terms therein. The contract is not to be interpreted in favor of the party who/which had not drafted it, as it is a freely established relationship between two equal parties under applicable US, State of Texas applicable Law. IN WITNESS WHEREOF, both Parties have concluded and agree to sign this Contract, personally or by their respective authorized agent, as of the day and year set forth above. RECIPIENT OWNER __________________ __________________

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

Entailment