Confidentiality Agreement (Page 2 of 3) in pdf

(c)

not disclose the Information to any person except: (i) to the Potential Purchaser’s

directors, officers, employees, agents or representatives, including their legal

counsel, accountants and other consultants, and the Potential Purchaser’s

related entities ( the “Potential Purchaser’s Parties”) on a “need to know” basis

as is necessary in order to evaluate the Transaction provided that the Potential

Purchaser’s Parties agree to be bound by the obligations as herein contained, (ii)

as required by law; or (iii) with the express written consent of the Vendor; and

(d)

return or destroy all Information that is in written or reproducible form and all

copies thereof upon request of the Vendor.

Compulsory Disclosure. Notwithstanding Section 2(c)(ii) hereof, if the Potential

Purchaser (or any entity of the Potential Purchaser’s Parties) becomes legally compelled to

disclose any Information, the Potential Purchaser will provide the Vendor with prompt written

notice thereof so that the Vendor may seek a protective order or other appropriate remedy

and/or waive compliance with the provisions of this Agreement. If such a protective order or

other remedy is not obtained, or if the Vendor waives compliance with the provisions of this

Agreement, the Potential Purchaser (or the Potential Purchaser’s Parties) will furnish only that

portion of the Information which is legally required and will use its best efforts to obtain reliable

assurance that confidential treatment will be accorded such Information.

Exceptions. This Agreement does not apply to Information that: (i) is or becomes

publicly available other than by breach of this Agreement, or (ii) is lawfully received by the

Potential Purchaser from a third party without breach of any obligation of confidentiality by that

third party to the Vendor.

Public Statements or Disclosure of Transaction. Neither the Potential Purchaser nor

the Vendor will make any public statement, comment or disclosure to a third party other than to

the Potential Purchaser’s Parties or the Representatives with respect to the relationship of the

parties or the Transaction except with the express written consent of the other party.

No Warranty. The Potential Purchaser acknowledges that the Vendor and its

Representatives make no representation or warranty as to the accuracy or completeness of the

Information provided and will have no liability whatsoever, direct or indirect, as a result of the

Potential Purchaser’s use of the Information.

Entire Agreement. This Agreement supersedes all previous discussions,

understandings and agreements between the parties hereto. This Agreement contains the entire

agreement between the parties with respect to the subject matter hereof, and there are no

terms, conditions, warranties or collateral agreements expressed, implied, or statutory, other

than those expressly set out in this Agreement.

Enforceability. If any portion of this Agreement is held to be invalid, illegal or

unenforceable by a court of competent jurisdiction, the remaining covenants and restrictions or

portions thereof will remain in full force and effect.

Waiver and Amendment. No failure or delay by the Vendor in exercising any right,

power or privilege under this Agreement will operate as a waiver of that right, power or privilege,

and the single or partial exercise of a right, power or privilege under this Agreement will not

preclude any other or future exercise of that or any other right, power or privilege. Any

amendment to this Agreement will be effective only if in writing signed by all the parties.

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Confidentiality Agreement Page 2

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