WHEREAS, Disclosing Party desires to disclose certain confidential information to Receiving Party in connection with a potential business relationship between the parties; and

WHEREAS, Receiving Party agrees to receive and maintain such confidential information in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Definition of Confidential Information. “Confidential Information” means any and all proprietary or confidential information disclosed by Disclosing Party to Receiving Party, whether in writing, orally, or in any other form, that is identified as confidential or that would reasonably be understood to be confidential based on the nature of the information and the circumstances of its disclosure.

Obligation of Receiving Party. Receiving Party agrees to hold the Confidential Information in confidence and to protect it from disclosure to any third party with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Receiving Party agrees to use the Confidential Information only for the purpose of evaluating and pursuing a potential business relationship between the parties.

Exceptions. The obligations set forth in this Agreement shall not apply to any information that: (a) is or becomes generally available to the public through no fault of Receiving Party; (b) was known to Receiving Party prior to disclosure by Disclosing Party; (c) is rightfully obtained by Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information.