Confidential Information. Consultant agrees to hold the Company’s or Confidential Information in strict confidence and not to make the Company Proprietary or Confidential Information available in any form to any third party or to use it for any purpose other than as specified in this Agreement.

PROTECTION OF COMPANY’S CONFIDENTIAL INFORMATION. Consultant acknowledges that it shall have access to the Company’s trade secrets and other nonpublic information belonging to the Company, its affiliated companies, partners, joint ventures, or clients in connection with the performance of this Agreement, including, without limitation, trade secrets, know-how, business plans, information and knowledge pertaining to products, services, inventions, discoveries, improvements, innovations, designs, ideas, manufacturing, advertising, marketing, vendors, distribution and sales methods, sales and profit figures, pricing, cost structure, customer and client lists and relationships between the Company and dealers, distributors, sales representatives, customers, clients, suppliers and others who have business dealings with them (collectively, “Confidential Information”). Consultant shall at all times maintain such Confidential Information in strict confidence and shall not divulge it to third parties and shall not use it for purposes outside the scope of this Agreement without the prior written consent of the Company. Under no circumstances will Consultant convert Confidential Information for personal use, gain, or benefit or to the personal use, gain or benefit of any third party unless the Company has expressly authorized Consultant in writing to do so. This paragraph shall not apply to Confidential Information if: # the information was in Consultant’s possession, as shown by written records, prior to the time that the Company disclosed it to Consultant and was not obtained directly or indirectly from the Company, # the information is or later becomes a part of the public domain through no act or omission on the part of Consultant, or # the information is obtained by Consultant from a third party who did not receive the same, directly or indirectly, from the Company. Consultant further agrees that Consultant will not, without the prior written consent of the Company, disclose to any third party or use for purposes outside of the scope of this Agreement any information conceived, developed or prepared by Consultant in the performance of this Agreement, except to the extent that said information falls within one of the categories described in [(b) or (c) above]. At any time that the Company requests Consultant to do so, Consultant shall immediately return to the Company all documents containing Confidential. Information and shall not retain any copies of same, either in hard copy, in electronic form, or in any other form. Consultant’s obligations under this paragraph shall supersede and replace Consultant’s obligations under any nondisclosure or confidentiality agreement previously executed by the parties hereto and shall survive the termination or expiration of this Agreement.

Consultant agrees that he will hold the Confidential Information in strict confidence and will not disclose, publish, sell or license any Confidential Information to any third party, nor use the Confidential Information in any manner. Consultant also agrees not to disclose to third parties any of Consultant’s work product related to or that becomes part of the Confidential Information, or the fact that any similarity exists between the Confidential Information and information independently developed by another person or entity. The prohibition against Consultant’s use of the Confidential Information includes, but is not limited to, the exploitation of any products or services that embody or are derived from the Confidential Information and the exercise of judgment or the performance of analysis based upon knowledge of the Confidential Information, if otherwise permitted, would be to the benefit of any third party. The prohibition against Consultant’s use of Confidential Information also includes the disclosure of any information relating to prior or pending litigation and matters pertaining to the Company.

No Disclosure or Use. Consultant agrees that Consultant will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of Consultant’s business relationship with the Company. Consultant further agrees that Consultant will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of Consultant’s business relationship with the Company, and that the provisions of this Section 2.4 shall survive termination of this Agreement for a period of five years.

Confidentiality. Consultant agrees that he: # shall not make any use whatsoever of the Confidential Information, as defined below, except for permitted purposes and, without limiting the generality of the foregoing, shall not use such Confidential Information in connection with any work performed by Consultant except for permitted purposes; and # shall not use, or induce others to use, any Confidential Information for any other purpose whatsoever, nor at any time, directly or indirectly, print, copy or otherwise produce, in whole or in part, any Confidential Information, without the prior written consent of the the Company; and # shall keep all such Confidential Information strictly secret and confidential and, to that end, without limiting the generality of the foregoing, cause all documents or materials relating to or containing such Confidential Information to be plainly marked to indicate the secret and confidential nature thereof and prevent unauthorized use or reproduction of either Confidential Information or documents and materials embodying the same. The term “Confidential Information,” as used herein, shall mean, by way of example but not by way of limitation, licenses, plans, letters, authorizations, identities, demographics, financial data, and any and all documents relating to the Confidential Information. Confidential Information shall not include information which the Consultant can demonstrate by competent documentary evidence: was in the public domain or not treated as confidential by the disclosing party on the date of this Agreement; came into the public domain through no direct or indirect act or omission of the Consultant after the date of this Agreement or not treated as confidential information subject to non-disclosure agreements after the date of this Agreement; was in the Consultant’s possession at the time of receipt; or was received by the Consultant from a third party having the right to disclose it to the Consultant.

Non-disclosure. The Consultant acknowledges and agrees that in the course of, or incident to, its provision of Services to the Company, the Company may provide to the Consultant, and the Consultant may otherwise have access to, the Company’s trade secrets and confidential information (collectively and singularly known as “Confidential Information” and defined further below). Except as will be necessary in the performance of the Consultant’s obligations hereunder, the Consultant will not disclose or use for the Consultant’s direct or indirect benefit, or the direct or indirect benefit of any third party, and the Consultant will maintain, both during and after this Agreement, the confidentiality of any Confidential Information of the Company. Upon the Company’s written consent permitting the Consultant to provide or disclose any Confidential Information, the Consultant agrees to advise and inform any third party regarding the confidential nature of such information, and require that such third party independently agrees in writing to be bound by the terms and conditions set forth in Section 7 hereof.

The Consultant agrees and acknowledges that during the term of this Agreement while in the performance of various duties and responsibilities, the consultant will come into possession or have knowledge of information of a confidential nature of the Company. Such confidential and/or proprietary information includes, but is not limited to the following: its employees, agents, sub-contractors, suppliers; corporate and financial information; banking and investor information; customers and information regarding others in contact with the Company.