(“INDIVIDUAL”), and VITA GROUP INC., a Minnesota corporation (the “Company”). 1. Limited Purpose. Any disclosure of Confidential Information (as defined in Section 2 below) by INDIVIDUAL to the Company orby the Company to INDIVIDUAL is solely for the purpose of allowing the Company and INDIVIDUAL to conduct business together or explore the feasibility of a business relationship. No license or other transfer of any right, title or interest in suchConfidential Information is intended or shall be deemed to have resulted from any such disclosure. 2. Confidential Information. For purposes of this Agreement, “Confidential Information” includes all information furnished to the receiving party relating to the business conducted or to be conducted by the disclosing party, including, but not limited to, information on markets, customers, products, pricing, software, source code, inventions, procedures, designs, financial status, plans, organization and general business strategy. Confidential Information includes information furnished in written, electronic or oral form, as well as any information that is obtained by visiting the facilities or the offices of a party, and any information that maybe derived from the review of product samples, software or other assets. Confidential Information includes all information disclosed prior to, on or after the date of this Agreement. 3. Third Party Information. For the purposes of this Agreement, the term “Confidential Information” shall also include any third party information with limitations regarding its release, including, but not limited to, license or distribution agreements, to the extent that such third party information is disclosed to either party. 4. Obligations. Each party hereby agrees that: (a) All Confidential Information shall remain the property of the disclosing party and shall be returned to the disclosing party promptly upon request together with all copies thereof, and any analyses, compilations, studies or other documents prepared by the receiving party in whole or in part on the basis of the disclosing party’s Confidential Information will be destroyed by the receiving party upon return of the disclosing party’s Confidential Information (except to the extent that retention of such information is required under applicable law), with such destruction to be certified by the receiving party to the disclosing party in writing upon request by the disclosing party; (b) Each party shall keep Confidential Information received from the other party in confidence and trust and shall not use it for any purpose other than exploring the feasibility of a business relationship or for conducting business with the other party; (c) Confidential Information may only be disclosed to the receiving party’s directors, officers, employees, agents and advisors who need to know such information for the limited purpose described in Section 1 (collectively, “Representatives”), it being understood that each such Representative shall be informed by the receiving party of the confidential nature of such information and directed by the receiving party to treat such information confidentially, and the receiving party shall be responsible for any breach of this Agreement by any such Representative; and (d) Neither party nor its Representatives will, without the other party’s prior written consent, disclose to any person (other than itsRepresentatives) any information about a possible business relationship between the parties or the terms, conditions or other facts relating thereto, including the fact that discussions are taking place between the parties or the status thereof, or the fact thatConfidential Information of the disclosing party has been made available to the receiving party. 5. Exclusions. Not withstanding any other provision of this Agreement, information shall not be deemed Confidential Information hereunder if it: (a) is or becomes publicly known through no act or omission of the party receiving the information; (b) is information that the receiving party can demonstrate was lawfully in the receiving party’s possession before disclosure by the disclosing party and was not acquired, directly or indirectly, from the disclosing party; (c) is obtained from a third party without obligation to the disclosing party and with a legal right to transmit the information; or(d) is independently developed by the receiving party. 6. Legal Process. In the event that the receiving party or any of its Representatives becomes legally compelled to disclose all or any portion of the disclosing party’s Confidential Information, the receiving party will provide the disclosing party with prompt notice thereof, so that the disclosing party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the receiving party or its Representative will furnish only that portion of the disclosing party’s Confidential Information that is legally required to be disclosed and the receiving party will exercise reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to such information. 7. Term; Binding Effect. The time period during which Confidential Information may be disclosed under this Agreement is two (2) years from the Effective Date. Each party and its Representatives shall continue to be bound by the terms of this Agreement for a period of five (5) years from the Effective Date. This Agreement shall be enforceable by, and inure to the benefit of, the successors and assigns of the parties hereto. 8. Choice of Law. This Agreement shall be governed by and construed under the laws of the State of Minnesota, excluding its choice of law rules. 9. Injunctive Relief; Attorney’s Fees. Each party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that, in addition to any other remedy at law or in equity, each party shall be entitled to injunctive relief in any court of competent jurisdiction as a remedy for any such breach or threatened breach of this Agreement, without the necessity of proving actual damages. Each party waives any requirement for the securing or posting of any bond in connection with such remedy. In the event of any legal action or proceeding arising out of or resulting from this Agreement, the prevailing party shall also be entitled to recover its reasonable attorney’s fees and costs thereby incurred. 10. Waiver; Amendment. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate asa waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This agreement may be amended, or its requirements waived, only by a writing signed by the parties. Each party is signing this mutual nondisclosure agreement on the date stated below that party’s signature. *
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