This Confidentiality Agreement (this “Agreement”), dated as of the “Effective Date” by and between the “Company”, and the “Receiving Party” each as identified above. Each of the Company and the Receiving Party is a “Party” and, together, the “Parties.”

1. Confidential Information.

1.1 The Parties wish to explore a possible business relationship or transaction between the Receiving Party and the Company (the “Relationship”) in connection with which the Company has disclosed and/or may disclose its Confidential Information (as defined below) to the Receiving Party. This Agreement is intended to allow the Parties to begin and/or continue to discuss and evaluate the Relationship while protecting the Company’s Confidential Information (including Confidential Information previously disclosed to the Receiving Party) against unauthorized use or disclosure.

1.2 The Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it shall not use any Confidential Information disclosed to it by the Company for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. The Receiving Party will also protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own confidential information, but in no case, less than reasonable care. The Receiving Party will limit access to the Confidential Information to only those of its employees or authorized representatives (the “Representatives”) having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall not and shall not permit its Representatives to, without the prior written consent of the Company, disclose or reveal any Confidential Information or the fact that it has received Confidential Information, or that any discussions or negotiations are or were ongoing between the Parties, to any third party whatsoever or use the Confidential Information in any manner except in connection with the Relationship.

1.3 Notwithstanding the above, the Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information if the Receiving Party can demonstrate with competent evidence that such Confidential Information:

(a) was in the public domain at the time it was disclosed to the Receiving Party;

(b) entered the public domain subsequent to the time it was disclosed to the Receiving Party through no fault of the Receiving Party;

(c) becomes known to the Receiving Party, without restriction, from a source other than the Company without breach of this Agreement by the Receiving Party and otherwise not in violation of the Company’s rights;

(d) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by evidence in existence at the time of disclosure; or

(e) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information.

1.4 The Receiving Party may disclose certain Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Company with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Company in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

1.5 For the purposes of this Agreement, “Confidential Information” means any information not generally known to the public or recognized as standard industry practice, including, without limiting the generality of the foregoing, any data; reports; studies; interpretations; forecasts; know-how; compositions; plans; strategies; strategic partnerships and the existence of the discussions between the Parties; employee information; financial records and inventory records of the Company; intellectual property; trade secrets; product development plans; research; ideas; concepts; designs; formulas; technology; devices; inventions; methods or processes, whether or not patented or patentable; the substance of agreements with clients, suppliers and any third party; customer lists; supplier lists; marketing arrangements; channels of distribution; pricing policies and records, and such other information which would, under the circumstances, appear to a reasonable person to be confidential or proprietary or otherwise designated as such in writing by the Company, as well as information discerned from, based on or relating to any of the foregoing which may be prepared by the Receiving Party, all of which the Receiving Party expressly acknowledges and agrees shall be confidential and proprietary information solely belonging to the Company. Confidential Information shall also include any other document or information (whether of the Company or of any supplier or customer of the Company or any third party with whom or which the Company has an agreement concerning the confidentiality of information) which comes into the Receiving Party’s possession as a result of this Agreement. The Receiving Party agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information without the prior written consent of the Company. The Receiving Party agrees that Confidential Information will not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information will remain the property of the Company and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Company, The Receiving Party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information.

1.6 Upon termination or expiration of this Agreement, or upon written request of the Company, the Receiving Party will promptly return to the Company all documents and other tangible materials representing any Confidential Information and all copies thereof.

1.7 The Receiving Party further agrees that it shall:

(a) immediately notify the Company, in writing, of any breach of this Agreement;

(b) fully cooperate with the Company to mitigate the effect of such breach; and

(c) be responsible for any breach of this Agreement caused by any of its Representatives or any third party to whom or to which it has provided or given access to the Confidential Information.

1.8 The Receiving Party, and any third party to whom or to which the Receiving Party provides the Confidential Information, will comply with all applicable laws with respect to the use and maintenance of the Confidential Information, including without limitation any applicable data protection laws.

2. Termination. This Agreement will terminate five (5) years after the Effective Date or may be terminated by either Party at any time upon thirty (30) days written notice to the other Party. The Receiving Party’s obligations under this Agreement will survive termination of this Agreement, even after the return of such Confidential Information by the Receiving Party, and will be binding upon the Receiving Party’s heirs, successors, and assigns. The Receiving Party’s obligations with respect to all Confidential Information will terminate only pursuant to Subsections 1.3 (a)-(e).

3. Additional Provisions.

3.1 THE COMPANY IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY THE RECEIVING PARTY AT ITS OWN RISK. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

3.2 The Company hereby retains its entire right, title and interest, including all intellectual property rights, in and to all of the Confidential Information. The Receiving Party recognizes and agrees that nothing herein shall be construed as an assignment or other transfer of any of the Company’s rights in the Confidential Information to any other party, nor construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.

3.3 The Parties agree that (a) this Agreement does not require the Company to provide any information to the Receiving Party or any of its Representatives and (b) neither Party is under any legal obligation to conduct or continue any discussions or negotiations with respect to, or enter into, any relationship, other agreement or transaction whatsoever, including without limitation the Relationship. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either Party to license any products or services to the other. Nothing in this Agreement shall be construed to constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. Nothing in this Agreement creates or shall be deemed to create any employment or agency between the parties.

3.4 The Receiving Party acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the Receiving Party or its Representatives or other agents. As a result, in addition to all other remedies available at law (which the Company does not waive by the exercise of any rights hereunder), the Company shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Receiving Party hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. In the event that either Party institutes any legal suit, action or proceeding against the other Party arising out of or relating to this Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

3.5 This Agreement supersedes all prior oral or written agreements or understandings that may exist between any of the parties hereto in respect of any Relationship.

3.6 The Receiving Party will not export, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, or any products utilizing such data, in violation of the United States export laws or regulations. All notices pursuant to this Agreement shall be delivered to the other Party at the address or e-mail address set forth on the signature page to this Agreement. This Agreement may not be amended or assigned without the prior written consent of each Party and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such

provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

3.7 This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute is governed by, and construed in accordance with, the laws of the State of Delaware, United States of America without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

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