CONFIDENTIALITY AND NON-DISCLOSURE CLAUSE

1. Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public, proprietary, or confidential information disclosed by either party to the other party, including but not limited to business plans, financial information, customer lists, technical data, trade secrets, and any other information marked as confidential or that would reasonably be considered confidential under the circumstances.

2. Obligations of Receiving Party. The receiving party agrees to:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third parties without prior written consent;

(d) Take reasonable precautions to protect the confidentiality of such information.

3. Duration. The obligations set forth in this clause shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information, or until such information becomes publicly available through no breach of this Agreement by the receiving party.

4. Governing Law. This clause shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

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CONFIDENTIALITY AND NON-DISCLOSURE CLAUSE

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