Confidentiality Agreement (Page 3 of 4) in pdf

addition to all other remedies available at law or equity. This Agreement shall be governed and

construed in accordance with the laws of the State of ______________applicable to agreements

entered into and to be performed within such state.

Costs and Expenses. Each of the parties will be responsible for and bear all of

its own costs and expenses (including any broker’s or finder’s fees and the expenses of its

representatives) incurred at any time in connection with this Agreement or pursuing or

consummating any relationship or transaction arising from the discussions engaged in pursuant

to this Agreement.

No Further Obligation. This Agreement does not obligate any of the parties to

enter into any further agreement or to enter into or consummate any transaction or relationship.

Entire Agreement; Amendment; Assignment. This Agreement represents the

entire understanding and agreement of the parties and supersedes all prior communications,

agreements, and understandings relating to the subject matter hereof. The provisions of this

Agreement may not be modified, amended, or waived, except by a written instrument duly

executed by the party against whom enforcement of such modification, amendment, or waiver is

sought. This Agreement may not be assigned by any party without the prior written consent of

the other party.

10.

Authority.

Each party warrants that it has the authority to enter into this

Agreement for itself and its corporate affiliates and subsidiaries.

11.

Severability.

In the event any provision or portion of this Agreement is

determined to be invalid or unenforceable for any reason, in whole or in part, the remaining

provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect

to the fullest extent permitted by applicable law.

12.

Counterparts. This Agreement may be executed in one or more counterparts,

each of which will be deemed to be an original copy of this Agreement, and all of which, when

taken together, shall be deemed to constitute one and the same agreement.

[The rest of this page has been intentionally left blank. Signature page follows]

758624v1

-3-

Confidentiality Agreement Page 3