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This Agreement is made as of the _____ of _________, 20
by and between Thar Process, Inc., a
Pennsylvania Corporation, having a location at 150 Gamma Drive, Pittsburgh, PA 15238 and its affiliates
("Thar"), and _________________________________, a ____________ Corporation, having a location at
________________________________________ (Company").
In connection with this Agreement, the parties may find it beneficial to disclose to each other certain
business information, marketing information, and technical Information, including but not limited to any
data of a confidential nature, including but not limited to proprietary technical, marketing, operating,
performance, cost, know-how, business and process information, software and hardware techniques, and all
record bearing media containing or disclosing such information and techniques which is disclosed pursuant
to this Agreement that a party considers confidential and proprietary and any other information which under
the circumstances surrounding disclosure ought to be treated as confidential and proprietary ("Proprietary
1. The Parties agree that, as a condition to the receipt of Proprietary Information from the party
disclosing Proprietary Information (Disclosing Party), the party receiving Proprietary Information,
including that partys employees, officers, directors and agents, (Receiving Party) shall:
1.1. Restrict disclosure of Proprietary Information solely to those of its officers, directors, employees,
and agents with a need to know;
1.2. Advise officers, directors, employees and agents who receive the Proprietary Information of the
obligation of confidentiality hereunder;
1.3. Take all necessary precautions to protect the confidentiality of the Proprietary Information and
exercise at least the same degree of care in safeguarding the Proprietary Information as is used
with the Receiving Party's own confidential and proprietary information;
1.4. Not use or exploit the Proprietary Information in any way except for the purpose of internal review
of the Proprietary Information;
1.5. Promptly advise the Disclosing Party in writing upon learning of any unauthorized use or
disclosure of the Proprietary Information; and
1.6. Promptly return or destroy, at the Disclosing Party's option, all materials and documentation
containing the Proprietary Information upon completion of the Receiving Party's internal review or
upon request of the Disclosing Party; provided; however, that the receiving party may retain one
(1) copy of Proprietary Information for determining the obligations hereunder.
2. Notwithstanding the foregoing, the Receiving Party shall have no obligation to preserve the
confidentiality of any Proprietary Information which:
2.1. Was previously known to, or developed by, and in possession of the Receiving Party free of any
obligation to keep it confidential prior to its receipt from the Disclosing Party;
2.2. Is or becomes publicly available, by other than unauthorized disclosure;
2.3. Is received by the Receiving Party from a third party who is rightfully in possession of such
Proprietary Information and who is free of any obligation concerning use or disclosure of the
Proprietary Information;
2.4. Is independently developed; or
2.5. Is disclosed pursuant to compulsory process of law, court order or subpeona after the Receiving
Party has given notice thereof to the Disclosing Party, and cooperated with any efforts of the
Disclosing Party to obtain a protective order or confidentiality agreement with provisions
equivalent to the provisions of this agreement.

3. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license
or otherwise in any Proprietary Information disclosed. All Proprietary Information furnished hereunder
shall, unless otherwise specified in writing, remain the property of the Disclosing Party.
4. The Proprietary Information is disclosed "AS-IS." Nothing contained in this Agreement or in any
Proprietary Information shall constitute any express or implied warranty of any kind, including without
limitation any warranty of merchantability, fitness for a particular purpose or noninfringement of any
patent, copyright or other third party intellectual property right.
5. This Agreement shall apply to discussions and exchanges of information referred to herein occurring
within one (1) year from the date of this Agreement, and its restrictions on use and disclosure of
Proprietary Information shall continue until the earlier of (a) the date the parties enter into a further
agreement pursuant to the discussions contemplated herein, or (b) the fifth anniversary of the date of
this Agreement.
6. The parties recognize and agree that breach of this Agreement will cause irrevocable harm to the
Disclosing Party that is inadequately compensable in damages and that the Disclosing Party is entitled
to injunctive relief for such breach, in addition to any other rights and remedies it may have at law or in
7. This Agreement shall not limit either Party's development or marketing of products or systems
involving technology or ideas of the same or similar nature to that disclosed, nor does this Agreement
prevent either Party from undertaking the same or similar efforts or discussions with third parties,
provided that the obligations hereunder are respected and not violated.
8. This Agreement may be executed in counterparts. Signatures provided by facsimile or other electronic
means are deemed equivalent to original signatures for the purposes of this Agreement.
9. This Agreement may not be amended except in writing signed by both parties hereto. No failure or
delay of a party in exercising any right hereunder or any partial exercise thereof shall operate as a
waiver thereof or preclude any other or further exercise of any right hereunder. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provisions of this agreement, which shall remain in full force and effect.
10. This Agreement shall be governed, construed and enforced according to the laws of the Commonwealth
of Pennsylvania, without regard to the Commonwealths principles of conflicts of laws.
11. All Correspondence with respect to this Agreement shall be sent as follows:
To Thar:

Thar Process, Inc.

Attention: Legal
150 Gamma Drive
Pittsburgh, PA 15238

To Company:


[Signature Page to Confidentiality Disclosure Agreement]

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed as of the date first
above written:
For Thar Process, Inc.,

For Company: