CONFIDENTIALITY AGREEMENT

Proprietary information

For purposes of this Agreement, “Proprietary Information” shall be construed to include, without limitation, (i) information related to *** business, operations, prospects and financial affairs (beyond that which is publicly reported by ***), (ii) marketing and promotional plans and strategies, (iii) information relating to products and/or services conceived, developed or in the process of development, and (iv) other proprietary and competitively sensitive information (collectively, “Proprietary Information”).

Standard of care

The Vendor shall hold all Proprietary Information disclosed to it by *** in the strictest confidence and shall protect it with the same degree of care that it protects its own Proprietary Information. The Vendor shall not copy or reproduce, or permit to be copied or reproduced, in any way, any part of the Proprietary Information except in accordance with, and for the uses set forth in, this Agreement.

Restrictions on use

The Vendor shall not use any portion of *** Proprietary Information for any reason, except as agreed to in writing by ***.

Nondisclosure

(i)Vendor shall neither disclose Proprietary Information to any Third Party nor permit any Third Party to use, copy, abstract, or summarize any portion of such Proprietary Information. For purposes of this Agreement, “Third Party” shall mean any person or entity not a signatory to this Agreement
 
(ii)Vendor agrees that, without the prior written consent of ***, it will not disclose (and it will cause its representatives not to disclose) to any Third Party the fact that Proprietary Information has been made available to it.

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