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<br /> <br /> <br /> <br /> <br /> <br /> <br />Rev. 06022016 13 of 15 <br /> <br />business of any person or entity, to provide services to any person or entity, or otherwise to <br />compete with the Disclosing Party. The obligations of this paragraph shall survive for five (5) years <br />from date that Disclosing Party first discloses such Confidential Information to the Receiving Party. <br /> <br />3. Standard of Care. Each party agrees to reveal the Confidential Information only to its <br />Representatives who need to know the Confidential Information for the purpose of the Proposed <br />Transaction, who are informed of the confidential nature of the Confidential Information and who <br />agree to act in accordance with the terms and conditio ns of this NDA. The Receiving Party shall <br />be responsible for any breach of this NDA by its Representatives. Each party agrees to take all <br />reasonable precautions necessary to safeguard the Confidential Information from disclosure to any <br />person or entity other than its Representatives. The parties agree that no disclosure of Confidential <br />Information under this NDA shall constitute a waiver of any applicable privilege, including but not <br />limited to the privileges pertaining to attorney-client communications and attorney work product. <br />Each party also agrees not to use or disclose any Confidential Information in violation of securities <br />or insider trading laws and to take reasonable steps to ensure compliance by its employees and <br />agents. The Receiving Party shall be responsible for compliance with laws pertaining to the export <br />of the Confidential Information. <br /> <br />4. Term. This NDA shall be effective as of the date written in the introductory paragraph hereof <br />and shall continue until the earliest of (a) the termination of the Proposed Transaction, (b) notice of <br />termination by one party to the other, or (c) the one-year anniversary hereof. Any termination or <br />expiration of this NDA shall be subject to the survival provision below. <br /> <br />5. Records. Each party to this NDA shall keep a written record of Confidential Information <br />furnished to it by the Disclosing Party and of the location of such Confidential Information . All <br />copies of the Confidential Information shall be returned to the Disclosing Party immediately (a) in <br />the event the Proposed Transaction is not consummated, (b) upon the termination of this NDA, or <br />(c) at any other time upon the Disclosing Party’s request. <br /> <br />6. No Ownership or Warranty. Nothing contained in this NDA shall be construed as granting <br />any ownership rights, by license or otherwise, in any Confidential Information disclosed by a party . <br />The Receiving Party acknowledges that the Disclosing Party makes no express or implied <br />representation or warranty as to the accuracy or completeness of the Confidential Information, and <br />the Receiving Party agrees that the Disclosing Party shall have no liability hereunder with respect <br />to the Confidential Information, or errors or omissions therein. The Receiving Party agrees that it <br />is not entitled to rely on the accuracy or completeness of the Confidential Information and shall be <br />entitled to rely solely on the representations and warranties, if any, made to it by the Disclosing <br />Party in any final written agreement regarding the Proposed Transaction. <br /> <br />7. Compelled Disclosure. Each Party to this NDA acknowledges the competitive value and <br />confidential nature of the Confidential Information and that use of such Confidential Information by <br />Receiving Party or disclosure thereof to any third party could be competitive ly harmful to the <br />Disclosing Party. In the event the Receiving Party or any party to which it transmits the Confidential <br />Information pursuant to this NDA becomes legally compelled to disclose any of the Confidential <br />Information, the Receiving Party shall provide the Disclosing Party with prompt notice so that the <br />Disclosing Party may seek a protective order or other appropriate remedy . In the event that such <br />protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion <br />of the Confidential Information which it is advised by written opinion of counsel is legally required, <br />and the Receiving Party shall exercise reasonable efforts to obtain reliable assurance that <br />confidential treatment will be accorded the Confidential Information.