NON-DISCLOSURE AGREEMENT ‘This Agreement & made by and between _ ‘corporation having its principal place of business at aa (°Company") and_ |____ corporation whose principal mailing address is (Recipient) L Defiion of Confidentiality. As used in this Agreement, “Confidential Information’ relers tary information which tes commercial vabe and f ether (technical information, including patent, copyright, wade secret, end other proprietary information, techniques, sketches, cravings, models inventions, know-how, processes, apparatus, equipment, aorthims, sobnare programs, softvare source documents, and formulee rebted to the current, future and proposed products and services of Company, oF (®) non-technical nformation retin to Company's praducts including without imitation pricing, margins, merchandising plans tnd stategies, ances, fnancial and accounting data and information, suppliers, customers, customer ists, purchasing data, sales and marketing plans, future busness plans and any otter information which proprietary and confidential fo Company. 2 Nondisclosure and Nonuse Obigatons. Recipient wil maintan in confidence and will nt disclose, disseminate or use ary Conrdenial Information belonging to Company, whether or natin wrtten form. Recipient agrees that Recipient shalliect all ‘Conitéentia! Iiormation of Company with atleast the same degree of care as Recipient accords is own confidential formation. Rec’pient further represents that Recipient exeroses at least reasonable care to protect ts own confidential information. It Recipient ‘sinotan dividual, Recipient agrees that Recipient sal disclose Confidential Informeon only ta those ofits empiyees who need to knowsuch information and certifies thet such employees have previously signed acopy ofthis Agreement 3 Suwviva. This Agreement shal covem al cornmunicatians between the partes. Recent understands that ts obigations under Paragraph 2 ("Nondisclosure and Nonuse Gblgatons”) stall survive the termination of any cther relationship between the partes. Upon termination of ary reationship between the parties, Reciplen wil prompt detver to Company, without reaning any copies, all documents and other materials tumished to Recpient by Compery. 4 Governing Law. This Agreement shal be governed in al respects by the laws ofthe Unted States of America and by the laws of the State of Calfornia, as such ans are apoled to ageerments entered into and tobe performed entirely win (Calforia between Caffornia residents 5 Injunctive Rete. Abreach of any ofthe promises or agreements contained herein wil resu in ireperable end Continuing damage io Company for which there will be no adequate remedy at lan, and Compary shal be ented to inunctive rele! andlor a decree or specific performance, and such her relet as may be proper (including monetary dameges if appropriate) 6 Entre Agreement. This Agreement corstitutes the entre agreement wth respect othe CanfentialInaxration cisclosed herein and supersedes allprior or contemporaneaus oralor wrtien agreements concerning such Configentel information. ‘This Agreement may only be changed by mutual agreement of authorzed representatives ofthe parties in wring. IN WITNESS WHEREOF, the parties have executed ths Agreement as of the date frst writen below. COMPANY: RECIPIENT: