CONFIDENTIALITY AGREEMENT

Definition . As used in this Agreement, "Confidential Information" means any material or information disclosed by either party to the other party, in writing, orally, or by inspection of tangible objects (including material or information relating to such party's research, development, and current or prospective product or service offerings), which is designated as "Confidential," "Proprietary" or some similar designation, or whose confidential or proprietary nature is or should be reasonably apparent under the circumstances.

Confidentiality and Non-Use . During the Term and for three (3) years thereafter, each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party unless such third party agrees in writing to abide by restrictions on confidentiality and non-use substantially the same as those set forth herein. Without limiting the foregoing, each party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information.

Exceptions . The provisions of this Confidentiality Agreement do not apply to material or information that: (i) is or becomes generally known to the public other than as a result of disclosure by receiving party in violation of the terms of this Agreement; (ii) is in the possession of receiving party at the time of disclosure by disclosing party, as reasonably evidenced by a prior or contemporaneous writing and other than as a result of receiving party's breach of any legal obligation; (iii) becomes known to receiving party through disclosure by sources other than disclosing party having the legal right, to the knowledge of receiving party, to disclose such information; or (iv) is independently developed by receiving party without reference to the Confidential Information and through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information, as reasonably evidenced in writing by receiving party.