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<br />L�avon Elavon Inc. Standard Mutual NDA (U.S. FINAL fill-in form v.08.07.12)
<br />MUTUAL NON -DISCLOSURE AGREEMENT
<br />THIS MUTUAL NON -DISCLOSURE AGREEMENT ("this Agreement") is made and entered into by the
<br />undersigned parties as of the date set forth below.
<br />WHEREAS, in connection with the evaluation of a potential business relationship between the parties (the
<br />"Proposed Relationship"), each party may disclose to the other party certain Confidential Information (defined
<br />below) which the Disclosing Party (defined below) desires the Receiving Party (defined below) to treat as
<br />confidential in accordance with this Agreement.
<br />NOW, THEREFORE, in consideration of the mutual agreement contained herein, the parties hereto agree
<br />as follows:
<br />1. Definitions.
<br />a. "Confidential Information" of a party
<br />(the "Disclosing Party") shall mean all non-public
<br />information, data or materials that the Disclosing
<br />Party discloses to the other party (the "Receiving
<br />Party"), either directly or indirectly, in connection
<br />with the Proposed Relationship on or after the
<br />Effective Date, without regard to whether such
<br />information, data or materials is (i) disclosed
<br />verbally, in writing, in graphic or machine readable
<br />format, by permitting inspection of tangible objects,
<br />or in any other form, or (ii) designated as
<br />"Confidential," "Proprietary" or with some similar
<br />designation. To the extent consistent with the
<br />foregoing, Confidential Information includes, but is
<br />not limited to, (a) any information about Disclosing
<br />Party's and its Affiliates' (1) executives and
<br />employees, (2) business plans, methods and practices,
<br />(3) marketing plans, method and practices, (4)
<br />internal performance results, (5) price lists and
<br />pricing policies, (6) contracts and contractual
<br />relations with customers and suppliers, (7) customer
<br />and supplier lists, and (8) personally identifiable
<br />information (as defined under applicable law), and
<br />(b) any information obtained by the Disclosing Party
<br />from a third party which the Disclosing, Party is
<br />obligated to treat as proprietary or confidential.
<br />Confidential Information of the Disclosing Party
<br />shall be deemed to include any derivations of the
<br />Confidential Information of the Disclosing Party,
<br />including, without limitation, any notes, analysis,
<br />compilations, studies, memoranda or other
<br />documents prepared by or on behalf of the Receiving
<br />Party based on, containing or otherwise reflecting the
<br />Confidential Information of the Disclosing Party.
<br />b. Except as otherwise indicated in this
<br />Agreement, (i) the term "Affiliate" means any
<br />person, partnership, joint venture, corporation,
<br />division or other form of enterprise, domestic or
<br />foreign, including but not limited to subsidiaries, that
<br />directly or indirectly, control, are controlled by, or
<br />are under common control with a party to this
<br />Agreement; and (ii) the term "Representatives" of a
<br />party shall mean its respective directors, partners,
<br />officers, employees, trustees, agents, consultants and
<br />financial and legal advisors.
<br />2. Non -Use and Non -Disclosure.
<br />a. The Receiving Party agrees not to use
<br />any Confidential Information of the Disclosing Party
<br />for any purpose except to evaluate, engage in
<br />discussions concerning, and perform the Proposed
<br />Relationship. The Receiving Party shall not use,
<br />exploit or disclose the Confidential Information of
<br />the Disclosing Party for the Receiving Party's own
<br />benefit or for the benefit of any third party. The
<br />Receiving Party agrees not to disclose any
<br />Confidential Information of the Disclosing Party to
<br />any third party or to any of the Receiving Party's
<br />Representatives, except to those Representatives
<br />(including the Representatives of the party's
<br />Affiliates) who reasonably need access to the
<br />Confidential Information for the purposes of
<br />evaluating the Proposed Relationship, are informed
<br />of the confidential and proprietary nature of the
<br />Confidential Information, and agree to be bound to
<br />obligations of confidentiality with respect to the
<br />Confidential Information at least as stringent as those
<br />contained in this Agreement. The Receiving Party
<br />shall be responsible for and liable to the Disclosing
<br />Party for any breach of this Agreement by its
<br />Representatives.
<br />b. In the event the Receiving Party
<br />becomes legally compelled to disclose Confidential
<br />Information (under the terms of a valid and effective
<br />subpoena or order issued by a court of competent
<br />jurisdiction, or by a demand or information request
<br />from an executive or administrative agency or other
<br />governmental authority), the Receiving Party shall,
<br />unless prohibited, promptly notify the Disclosing
<br />Party of such required disclosure of the Confidential
<br />Information so as to permit the Disclosing Party a
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