In consideration of the discussions and sharing of information between the parties and the premises, conditions, covenants, and warranties herein contained, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Confidential Information” means all nonpublic, proprietary, or other confidential information, whether in oral, written, or other forms, which either party to this agreement or either party’s representatives disclose or provides to the other party by allowing access to confidential information, including but not limited to:

• Any business plans

• Executive summaries

• Capitalization tables

• Budgets

• Unpublished financial statements

• Costs

• Prices

• Marketing plans

• Licenses

• Employee, customer, supplier, shareholder, partner, or investor lists

• Technology

• Know-how

• Business processes

• Trade secrets

• Business models

• Notes

• Sketches

• Flow charts

• Formulas

• Blueprints and elements thereof

• Source code

• Object code

• Graphical design

• User interfaces

• Other intellectual property

(b) “Disclosing Party” shall mean the party is disclosing its Confidential Information.

(c) “Receiving Party” shall mean the party is receiving the Disclosing Party’s Confidential Information.

2. Applicability

This Agreement shall apply to all Confidential Information disclosed by one party to the other party.

3. Non-Disclosure Obligation

Each Receiving Party agrees:

(a) To hold the Disclosing Party’s Confidential Information in strict confidence;

(b) To exercise at least the same care in protecting the Disclosing Party’s Confidential Information from disclosure as the Receiving Party uses concerning its own Confidential Information;

(c) Not to disclose the Disclosing Party’s Confidential Information to third parties; and

(d) Not to use the Disclosing Party’s Confidential Information for any purpose except as set forth herein.

4. Disclosure to Employees

Each party may disclose the other party’s Confidential Information to its responsible employees.

Each party agrees to instruct all employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the Disclosing Party.

5. Non-Confidential Information

Confidential Information shall not include information that:

(a) Is now in the public domain or later, through no act or omission on the part of the Receiving Party, enters the public domain;

(b) Is acquired by the Receiving Party before receiving such information from the Disclosing Party and without restriction as to use or disclosure;

(c) Is hereafter rightfully furnished to the Receiving Party by a third party without restriction as to use or disclosure;

(d) Is information that the Receiving Party can document was independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information;

(e) Is required to be disclosed according to law, provided the Receiving Party uses reasonable efforts to give the Disclosing Party reasonable advance notice of such required disclosure;

(f) Is disclosed with the prior written consent of the Disclosing Party.

6. No Raid

Each party agrees not to encourage or solicit any Company employee to leave the Company’s employees for any reason or interfere in any material manner with employment relationships at the time existing between the Company and its current employees for two years after the date of signature of this Agreement, or the termination of the contractual relationship between the parties, whichever is longer.

The wording “leave the Company’s employees” appears exactly that way in the source and may be a drafting error.

7. Removal of Confidential Materials

Each party agrees not to remove any materials or tangible items of the other party’s Confidential Information from the premises of the Disclosing Party without the Disclosing Party’s consent.

Each party agrees to comply with any terms and conditions that the Disclosing Party imposes upon the approved removal of such materials or items, including without limitation that the removed materials or items must be returned by a certain date and that no copies of the removed materials or items are to be made.

8. Return of Confidential Information

Upon the Disclosing Party’s request, the Receiving Party will promptly return all materials or tangible items containing the Disclosing Party’s Confidential Information and all copies thereof.

9. No Grant of Rights

Each party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party’s Confidential Information except as specified in this Agreement.

10. Equitable and Legal Relief

Each party acknowledges that all of the Disclosing Party’s Confidential Information is owned solely by the Disclosing Party and/or its licensors and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain.

Accordingly, each party agrees that the Disclosing Party shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information.

Each party shall also have the right to pursue any other rights or remedies available by law or equity for such a breach.

11. Termination

This Agreement shall remain in effect for five years from the date hereof.

12. Integration

This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under paragraph 7, sets forth the entire agreement between the parties concerning the subject matter hereof and may not be modified or amended except by written agreement executed by the parties hereto.

13. Severability

If any provision of this Agreement is declared invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

14. Governing Law

This Agreement shall be governed by and subject to the laws of the State of California applicable to agreements made and to be wholly performed therein, without reference to or application of principles of choice of law.

15. Waiver

No waiver by either party, whether express or implied, of this Agreement, shall constitute a continuing waiver of such provision or any other provision of this Agreement.

No waiver by either party, whether expressed or implied, of any breach or default by the other party shall constitute a waiver of any other provision of this agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives on the date set forth above.