Agreement Not to Disclose Confidential Information

WHEREAS, the Parties agree that for purposes of this Agreement the undersigned shall include it and its subsidiaries, affiliates, assignees and successors.

WHEREAS, the Parties acknowledge that access to trade secrets, processes, product dimensions, descriptions or developments and other Confidential Information, which is developed at considerable time and expense, may be made available in the course of business.

Hereinafter, such information is referred to as "Confidential Information. The "Disclosing Party" shall mean each Party to this Agreement, with respect to Confidential Information that is owned by the Disclosing Party or in which the Disclosing Party has any other right, title, or interest.
The "Recipient" shall mean each Party to this Agreement, in its respective capacity as a recipient of Confidential Information owed by a Disclosing Party.

NOW, THEREFORE, in consideration of the relationship between the Parties and other valuable consideration, the Parties agree:

1.	In the absence of written confirmation from the Disclosing Party that information disclosed to the Recipient is not confidential, all disclosed information shall be treated as Confidential Information unless it is generally known, or becomes generally known to the public, or voluntarily made available to the public by the Disclosing Party, or is known by the Recipient prior to its disclosure, or is independently developed by any employee of the Recipient without use of the Confidential Information.
2.	Except by written permission from the Disclosing Party, the Recipient shall never disclose nor use (except as required to serve or as required by applicable law its obligations) any of the Disclosing Party's Confidential Information. The Recipient will not disclose Confidential Information to any subcontractor without the Disclosing Party's prior written consent.
3.	The Recipient shall comply with the terms of Paragraph 2 for five (5) years from the date of disclosure unless it is agreed in writing by the Parties to extend the term of the Agreement.
4.	The Recipient will notify the Disclosing Party immediately of any unauthorized use, disclosure, publication or reproduction of any trade secret or confidential business information of which it has knowledge by any person, firm or other entity whatsoever having access to Confidential Information through the Recipient.
5.	The Recipient agrees that it has instructed its directors, employees, agents and/or subcontractors, if any, who may learn of Confidential Information, that such information is confidential and that there are obligations of confidence in connection therewith.
6.	This Agreement is the entire Agreement on this subject between the parties. This Agreement supersedes all previous written or oral agreements on this subject between the parties or any of their officials or representatives.
7.	Subject to the provisions of paragraph 3 hereof with respect to previously disclosed Confidential Information, this Agreement shall terminate after the earlier of (i) the day which is three (3) years after the date hereof, or (ii) fifteen (15) days after the receipt by one party hereto of written notice from the other party terminating this Agreement.
8.	This Agreement should be governed by the laws of the State of California without reference to its conflict of law principles.