This Agreement is intended to facilitate the exchange of proprietary information in discussions between the parties related to the purpose described above (the “Purpose”). The parties desire to disclose and examine such proprietary information solely in furtherance of the Purpose. The party receiving Confidential Information shall hereinafter referred to as the “Receiving Party,” and the party disclosing such Confidential Information shall be hereinafter referred to as the “Disclosing party.” In consideration of the covenants and conditions set forth below, the parties agree as follows:

1. Confidential Information. As used in this Agreement, “Confidential Information” means any information, including without limitation, business information, financial, technical, and marketing information, provided such information is identified as confidential at the time of disclosure or is disclosed in a manner that it may reasonably inferred to be confidential and/or proprietary to the Disclosing Party. In the event of an inadvertent disclosure of source code, such information shall be immediately returned to the Disclosing Party. Confidential Information does not include information that:
   1. becomes generally available to the public through no fault of the Receiving Party;
   2. is, prior to its initial disclosure hereunder, in the possession of the Receiving Party;
   3. is acquired by the Receiving Party from any third party without any restrictions on its use or disclosure; or
   4. is independently developed by the Receiving Party without use of the Confidential Information.
2. Non-Disclosure and Use Restrictions. Any Confidential Information disclosed pursuant to this Agreement shall be retained in confidence by the Receiving Party and used only for that Purpose. Confidential Information may be disclosed only to employees or consultants of the Receiving Party who have a need to know. Any consultant of Receiving Party who receives Confidential Information under this Agreement shall be similarly bound in writing to the terms of this Agreement. The Receiving Party shall use the same degree of care as it uses to protect its own confidential information of similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information.
3. Ownership of Confidential Information. All Confidential information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party and nothing herein shall be construed as a grant, express or implied or by estoppel, of a transfer, assignment, license, lease of any right, title or interest in the Confidential Information.