As used herein, “Confidential Information” shall mean any and all technical and non-technical information that Company provides Recipient, whether in graphic, electronic, written or oral form, and including but not limited to patent applications and other filings, trade secrets, and any other proprietary information, as well as any ideas, techniques, sketches, drawings, videos, works of authorship, models, inventions, know-how, processes, algorithms, software programs, documents, and formulae related to the current, future, and proposed products and services of Company, and also any information concerning any research, experimental work, development, design details and specifications, engineering, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, or marketing plans of Company and any information Company provides regarding third parties.

Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to Recipient at the time of its receipt from Company, (iii) is received from a third party who, to the knowledge of Recipient, did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by Recipient without reference to any Confidential Information, or (v) constitutes suggestions, comments or other feedback provided by Recipient to Company with respect to the Confidential Information.

Recipient agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party or reverse-engineer any Confidential Information except as approved in writing in advance by Company and will use the Confidential Information for no purpose other than the Purpose.  Recipient shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein (“Personnel”).  Such Personnel shall be informed by the Recipient of the confidential nature of such information and shall be directed by the Recipient, and shall each expressly agree, to treat such information as confidential in accordance with this Agreement. The Recipient shall be fully responsible for any breach of this Agreement by its Personnel.

Recipient shall immediately notify Company upon discovery of any loss or unauthorized disclosure of the Confidential Information.

All Confidential Information is provided “AS IS,” without any warranty of any kind.  Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting it any property rights, by license or otherwise, to any Confidential Information, 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.  Recipient shall not make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information, nor make any filings or registrations based on the receipt or use of the Confidential Information, absent separate written approval of Company.

Confidential Information shall not be reproduced in any form. Any reproduction of any Confidential Information shall remain the property of Company and shall contain any and all confidential or proprietary notices or legends which appear on the original. Recipient agrees that any Company software programs contain valuable confidential information and 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 Company.

This Agreement shall terminate three (3) 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; provided, however, Recipient’s obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Recipient’s heirs, successors and assigns. Upon termination or expiration of the Agreement, or upon written request of Company, Recipient shall promptly return to the Company all documents and other tangible materials representing the Confidential Information and all copies thereof.

This Agreement shall be governed by the laws of New York without reference to conflict of laws principles.  This Agreement may only be amended by a writing signed by both parties hereto. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall 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. Recipient agrees that upon Company's request, all disputes arising hereunder shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in the borough of Manhattan, New York, and Recipient hereby agrees to consent to the personal jurisdiction of such courts. Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Company.  Any such assignment without prior consent shall be null and void from the beginning.  Recipient shall not export, directly or indirectly, any technical data acquired from Company pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.  All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by electronic mail and shall be deemed given upon delivery. Notices shall be sent to the addresses set forth at the beginning of this Agreement.  The Agreement sets forth the complete, exclusive and final statement of the agreement between the parties as to the Purpose and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties regarding such subject matter.