8/6/2019 Nondisclosure Agreement Template

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CONFIDENTIALITYAND

NONDISCLOSURE AGREEMENT

[DISCLOSER], a limited liability company("Discloser"), and [RECIPIENT] ("Recipient") agree, effective [DATE], asfollows:

1. Background and Purpose. Discloser has communicated with Recipient in

connection with evaluating a potential business transaction (Transaction). In connection withevaluating the Transaction Discloser will be providing Recipient with access to certain

proprietary and confidential information owned by Discloser relating to Disclosers business and

the Transaction. Discloser is willing to provide Recipient access to such information solely onthe condition that Recipient retain the confidentiality of such information and not (i) use the

information for any commercial purposes other than providing services to Discloser or

(ii) disclose the information to any third party, without the prior written consent of Discloser.Recipient agrees to the terms and conditions of disclosure as provided in this Agreement.

2. Confidential Information. The term "Confidential Information" as used in this

Agreement shall mean all information useful or potentially useful to Disclosers business.Confidential Information includes without limitation written or oral information, business plans,

trade secrets, financial data, projections, know-how, concepts and other data, trademarks,

copyrights, procedures, demonstrations, methods, processes, uses, techniques, formulas andcombinations, agent and customer lists and the like. The Confidential Information is regarded

by Discloser as highly valuable and is not known publicly. Its continued value depends, in part,on retaining its confidential nature.

3. Limited Evaluation. Recipient agrees that the disclosure of the ConfidentialInformation to Recipient is solely for the purpose of Recipient's limited use of the Confidential

Information to provide services to Discloser (the Purpose). Recipient shall limit dissemination

of and access to the Confidential Information to the personnel of Recipient to whom disclosure isnecessary for the Purpose. Recipient agrees that no disclosure will be made to any of Recipient's

personnel without first obtaining such person's written agreement to the terms of this Agreement.

4. Use and Non-Disclosure of Confidential Information. Recipient shall not directlyor indirectly disclose or use, or permit the disclosure or use of, the Confidential Information for

any purpose other than the Purpose without the prior written consent of Discloser. Recipient

shall retain the Confidential Information in confidence and require each of Recipient's agents andemployees to retain the Confidential Information in confidence.

5. Ownership and Return of Tangible Information. Recipient agrees that all tangibleinformation and property concerning the Confidential Information shall remain the exclusive

property of Discloser. No documents or other data relating to the Confidential Information shall

be copied or reproduced without the prior written consent of Discloser. Upon termination of theparties' relationship for any reason, Recipient and any other party to whom Recipient provided

Confidential Information promptly shall return to Discloser all data of any kind pertaining to or

8/6/2019 Nondisclosure Agreement Template

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containing Confidential Information and erase all computer records containing ConfidentialInformation. Recipient shall not make or retain copies of any Confidential Information.

6. Remedies. Recipient acknowledges and agrees that, because of the unique natureof the Confidential Information, Discloser will suffer immediate, irreparable harm in the event

Recipient fails to comply with any of Recipient's obligations under this Agreement and that itwould be extremely impracticable to measure the resulting damages. Accordingly, Recipientagrees that, in addition to any other available rights or remedies, Discloser may sue in equity for

injunctive relief to enforce the terms of this Agreement, and Recipient expressly waives the

defense that a remedy in damages will be adequate.

7. Relationship Created. Nothing in this Agreement shall be construed to establish a

license, joint venture, partnership or other contractual arrangement with respect to the

Confidential Information. Recipient shall not enter into any agreement with any third partybased upon anything contained in this Agreement and shall have no authority to obligate

Discloser.

8. Miscellaneous.

8.1. Attorneys' Fees; Prejudgment Interest. If the services of an attorney are required by

any party to secure the performance of this Agreement or otherwise upon the breach or default ofanother party to this Agreement, or if any judicial remedy or arbitration is necessary to enforce

or interpret any provision of this Agreement or the rights and duties of any person in relation

thereto, the prevailing party shall be entitled to reasonable attorneys' fees, costs and otherexpenses, in addition to any other relief to which such party may be entitled. Any award of

damages following judicial remedy or arbitration as a result of the breach of this Agreement orany of its provisions shall include an award of prejudgment interest from the date of the breach at

the maximum amount of interest allowed by law.

8.2. Assignability. This Agreement shall not be assigned by Recipient without the prior

written consent of Discloser. Any assignment contrary to the provisions of this Agreement shall

be deemed a default under the Agreement, allowing Discloser to exercise all remedies availableunder law. This Agreement may be assigned by Discloser upon notice in writing to Recipient.

8.3. Severability. If any provision of this Agreement is held by a court of competent

jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be giveneffect without the invalid provision shall continue in full force and effect and shall in no way be

impaired or invalidated.

8.4. Governing Law. The rights and obligations of the parties and the interpretation and

performance of this Agreement shall be governed by the law of New York, excluding its conflict

of laws rules.

By: _________________________________ By: _________________________________Name:_______________________________ Name:_______________________________

Title:________________________________ Title:________________________________