REKO's NON-DISCLOSURE AGREEMENT

1. DEFINITIONS

1.1 "Confidential Information” means any and all information disclosed by or on behalf of one Party (the "Disclosing Party”) to the other Party (the "Receiving Party”), whether orally, in writing, or in any other form, that:

(a) is marked or identified as "confidential” ,”proprietary”, or with a similar legend or designation at the time of disclosure;

(b) if disclosed orally or visually, is identified as confidential at the time of disclosure and summarized in writing and delivered to the Receiving Party within thirty (30) days after such disclosure;

Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information.

1.2 Exclusions. Confidential Information shall not include information that:

(a) was in the Receiving Party’s possession or was known to the Receiving Party, without an obligation to keep it confidential, before such information was disclosed to the Receiving Party by the Disclosing Party;

(b) is or becomes public knowledge through no fault of the Receiving Party;

(c) is or becomes rightfully available to the Receiving Party from a source other than the Disclosing Party, without breach of any obligation to the Disclosing Party; or

(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.

2. OBLIGATIONS

2.1 Use Restriction. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

2.2 Non-Disclosure. The Receiving Party shall:

(a) hold the Confidential Information in strict confidence;

(b) protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no case less than reasonable care;

(c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement; and

(d) limit access to the Confidential Information to those of its employees, officers, directors, agents, contractors, and advisors who:

(i)have a need to know such information for the Purpose; and
(ii) are bound by written obligations of confidentiality at least as restrictive as those contained in this Agreement.

2.3 Notification of Unauthorized Use. The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information, and will cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of three (3) years thereafter, unless earlier terminated as provided herein.

3.2 Termination. Either Party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other Party.

3.3 Survival. Notwithstanding the expiration or termination of this Agreement, the obligations of confidentiality and non-use with respect to Confidential Information disclosed prior to such expiration or termination shall survive for a period of two (2) years from the date of expiration or termination of this Agreement.

3.4 Return or Destruction. Upon the Disclosing Party’s request, or upon expiration or termination of this Agreement, the Receiving Party shall promptly, at the Disclosing Party’s option:

(a) return to the Disclosing Party all tangible forms of Confidential Information, including all copies, summaries, and extracts thereof; or

(b) destroy all tangible forms of Confidential Information, including all copies, summaries, and extracts thereof, and provide the Disclosing Party with written certification of such destruction.

Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information in its confidential files solely for the purpose of monitoring its obligations under this Agreement, or as required by applicable law or regulation.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 No License. Nothing in this Agreement shall be construed as granting any right, title, or interest in or to any intellectual property rights (including, without limitation, any patent, copyright, trademark, or trade secret rights) in any Confidential Information, except the limited right to use such Confidential Information for the Purpose.

4.2 No Obligation. Nothing in this Agreement shall obligate either Party to:

(a) disclose any particular Confidential Information to the other Party;

(b) enter into any further agreement or negotiation with the other Party; or

(c) refrain from entering into similar agreements with third parties, provided that such agreements do not result in a breach of this Agreement.

5. WARRANTIES AND DISCLAIMER

5.1 Warranties. Each Party represents and warrants that it has the right to disclose the Confidential Information that it discloses to the other Party under this Agreement.

5.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS” WITHOUT WARRANTY OF ANY KIND, AND THE DISCLOSING PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY

6.1 No Liability for Certain Damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. MISCELLANEOUS

7.1 Export Controls. Both parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data, and shall not export or re-export any technical data without the written permission of Discloser.

7.2 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

7.3 Amendments. No modification of or amendment to this Agreement shall be effective unless in writing and signed by the Parties.

7.4 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

7.5 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions shall not be affected or impaired.

7.6 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties regarding the subject matter hereof.