In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings respectively ascribed to them hereunder.

"Affiliate" means, with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such entity, where "Control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent equity interests, or the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

"Confidential Information" shall have the meaning ascribed to such term in the section titled "Confidential Information" below.

"Representatives" means, with respect to the Receiving Party, its Affiliates and the respective directors, officers, employees, agents, consultants, legal counsel, accountants, financial advisors and other professional advisors of the Receiving Party and its Affiliates, in each case who have a bona fide need to know the Confidential Information for the Permitted Purpose and who are bound by written obligations of confidentiality and non-use no less protective than those set forth herein.

"Permitted Purpose" shall have the meaning ascribed to such term in the section titled "Permitted Purpose" below.

The headings and sub-headings contained in this Agreement are inserted for convenience of reference only and shall in no way be construed to define, limit, extend or describe the scope or intent of any provision hereof.

References herein to the singular shall include the plural and vice versa, and references to any gender shall include all other genders, as the context may require.

The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation", and the words "hereof", "herein" and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof.

Any reference to a statute, regulation or legal provision shall be construed as a reference to the same as amended, re-enacted or extended from time to time.

For the purposes of this Agreement, "Confidential Information" shall mean any and all information, data, materials, knowledge, know-how and documentation of any nature whatsoever, whether in oral, written, visual, electronic, graphic, machine-readable or any other form or medium, that is disclosed, furnished or otherwise made available by or on behalf of the Disclosing Party to the Receiving Party or any of its Representatives, directly or indirectly, before, on or after the Effective Date, in connection with or arising out of the Permitted Purpose.

Confidential Information shall include, without limitation, all information relating to the business, operations, affairs, assets, liabilities, finances, products, services, pricing, costs, margins, customers, clients, suppliers, vendors, employees, contractors, strategies, marketing plans, business plans, forecasts, projections, budgets, investments, intellectual property, trade secrets, know-how, formulae, processes, methodologies, designs, drawings, specifications, prototypes, software, source code, object code, algorithms, databases, research, development, inventions, discoveries, improvements, techniques and technical data of the Disclosing Party or its Affiliates.

Confidential Information shall further include the existence of this Agreement, the fact that discussions or negotiations are taking place between the Parties concerning the Permitted Purpose, the status thereof, and any terms, conditions or other facts with respect thereto.

All information disclosed by or on behalf of the Disclosing Party shall be presumed to be Confidential Information regardless of whether such information is marked, designated or otherwise identified as "confidential", "proprietary" or with any similar legend at the time of disclosure.

Confidential Information shall also include all notes, analyses, compilations, studies, interpretations, memoranda, extracts, summaries, reports and other documents and materials, in whatever form or medium, prepared by the Receiving Party or any of its Representatives that contain, reflect, incorporate or are derived from, in whole or in part, any Confidential Information of the Disclosing Party (collectively, "Derivative Materials"), and such Derivative Materials shall for all purposes be treated as Confidential Information hereunder.

Confidential Information shall remain the sole and exclusive property of the Disclosing Party, and no right, title or interest therein shall pass to the Receiving Party except such limited right of use as is expressly granted under this Agreement.

The Receiving Party acknowledges that the Confidential Information is of significant commercial value to the Disclosing Party and that unauthorized disclosure, use or exploitation thereof would cause substantial and irreparable damage to the Disclosing Party.

The Receiving Party may disclose Confidential Information solely to those of its Representatives who (i) have a strict need to know such Confidential Information for the Permitted Purpose, (ii) have been informed of the confidential nature of the Confidential Information, and (iii) are bound by written obligations of confidentiality and non-use that are no less stringent than those contained in this Agreement.

Prior to any disclosure of Confidential Information to any Representative, the Receiving Party shall ensure that such Representative is fully apprised of its obligations hereunder and shall take all reasonable measures to procure such Representative's compliance with the terms of this Agreement.

The Receiving Party shall be fully and unconditionally liable to the Disclosing Party for any act, omission, breach or default of this Agreement by any of its Representatives as if such act, omission, breach or default had been committed by the Receiving Party itself, and no action against any such Representative shall be a condition precedent to recovery from the Receiving Party.

The Receiving Party shall maintain, upon written request by the Disclosing Party, a written list of all Representatives to whom Confidential Information has been disclosed and shall furnish such list to the Disclosing Party within [Number] business days of such request.

Save as expressly permitted under this section or as required pursuant to the section titled "Compelled Disclosure", the Receiving Party shall not disclose, divulge, disseminate, publish, communicate or otherwise make available any Confidential Information, in whole or in part, to any third party whatsoever without the prior express written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party's sole and absolute discretion.

The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized disclosure, use, access, loss or misappropriation of Confidential Information of which it becomes aware, and shall cooperate fully with the Disclosing Party, at the Receiving Party's cost, in any efforts by the Disclosing Party to mitigate the effects thereof and to recover or protect its Confidential Information.

The Receiving Party shall use the Confidential Information solely and exclusively for the purpose of evaluating, discussing, structuring, documenting and negotiating a potential business transaction or project between the Parties (the "Permitted Purpose"), and for no other purpose whatsoever.

Any use of the Confidential Information for any purpose other than the Permitted Purpose, including, without limitation, any use for the Receiving Party's own commercial benefit or the benefit of any third party, shall constitute a material breach of this Agreement.

The Receiving Party shall not, directly or indirectly, use the Confidential Information to compete with the Disclosing Party or any of its Affiliates, nor to solicit, divert or interfere with any customers, clients, suppliers, employees or business relationships of the Disclosing Party or any of its Affiliates.

The Receiving Party shall not use the Confidential Information to design, develop, manufacture, market, sell or distribute any product, service, process or technology, or to file or prosecute any patent, trademark, copyright or other intellectual property application anywhere in the world.

Nothing in this Agreement shall obligate either Party to enter into or pursue any business transaction, project, commercial arrangement or further relationship with the other Party, and each Party reserves the right, in its sole and absolute discretion, to terminate discussions regarding the Permitted Purpose at any time without liability.

The Receiving Party acknowledges that the Permitted Purpose does not confer upon it any right, express or implied, to engage in any transaction with any customer, supplier or counterparty of the Disclosing Party, and the Receiving Party shall not initiate or attempt to initiate any such engagement based upon or utilizing any Confidential Information.

The Receiving Party covenants and undertakes to hold the Confidential Information in strict confidence and to protect the same from unauthorized disclosure, access, use, copying, publication, dissemination or exploitation with no less rigor than it would employ in protecting its own confidential information of a comparable nature and sensitivity, and in any event with no less than a reasonable degree of care.

The Receiving Party shall implement and maintain appropriate administrative, technical, physical and organizational safeguards designed to ensure the security, integrity and confidentiality of the Confidential Information and to prevent any unauthorized access to, acquisition of, or disclosure of Confidential Information.

The Receiving Party shall not reproduce, copy, duplicate or reduce to any tangible or electronic medium any Confidential Information, in whole or in part, except to the extent strictly necessary for the Permitted Purpose, and all such reproductions shall bear all proprietary notices and legends appearing on the originals.

The Receiving Party shall not reverse engineer, decompile, disassemble, modify, adapt, translate or otherwise seek to derive the composition, source code, structure, ideas, know-how, or algorithms underlying any Confidential Information, whether tangible or intangible, disclosed to it.

The Receiving Party shall segregate the Confidential Information from its own confidential information and from the confidential information of any third party, and shall maintain the Confidential Information in a secure location to which access is restricted to authorized Representatives.

The Receiving Party shall not remove, obscure, deface or alter any proprietary notice, legend, trademark, service mark, logo or other identifying mark affixed to or contained in any Confidential Information or any media containing the same.

The Receiving Party shall promptly notify the Disclosing Party in writing of any actual, suspected or threatened breach of the Receiving Party's obligations hereunder, and shall take all commercially reasonable steps, at its own cost, to prevent, limit, remedy or terminate any such breach.

Compliance with this section shall not relieve the Receiving Party of any other obligation imposed upon it under this Agreement.

All Confidential Information shall remain, at all times, the sole, exclusive and absolute property of the Disclosing Party or its licensors, and the Receiving Party shall acquire no right, title or interest therein by virtue of this Agreement or the disclosure of Confidential Information hereunder, other than the limited right to use the same strictly for the Permitted Purpose.

Nothing contained in this Agreement shall be construed, by implication, estoppel, waiver or otherwise, as granting to the Receiving Party any license, assignment, transfer or other right under any patent, copyright, trademark, trade secret, know-how, invention or other intellectual property or proprietary right owned or controlled by the Disclosing Party or its Affiliates.

No disclosure of Confidential Information shall constitute a public disclosure for any purpose, nor shall it be deemed to vest any rights of ownership or use in the Receiving Party or any of its Representatives.

Any and all Derivative Materials prepared by the Receiving Party or any of its Representatives shall, as between the Parties, be and remain the sole property of the Disclosing Party, and the Receiving Party hereby irrevocably assigns to the Disclosing Party all right, title and interest in and to any such Derivative Materials.

The Receiving Party shall not file, prosecute or maintain any patent, copyright, trademark or other intellectual property application or registration based upon, derived from or incorporating, in whole or in part, any Confidential Information.

The Receiving Party agrees not to challenge, directly or indirectly, the Disclosing Party's ownership of, or rights in, any Confidential Information or any intellectual property embodied therein, either during the term of this Agreement or thereafter.

The Receiving Party shall exercise at least the same degree of care in safeguarding the Confidential Information as it uses to protect its own confidential and proprietary information of a similar nature and importance, but in no event shall such degree of care be less than that which a reasonable and prudent business person would exercise under like circumstances.

The Receiving Party shall maintain adequate information security measures, including, without limitation, access controls, encryption of electronic Confidential Information in transit and at rest where appropriate, secure authentication, firewalls, intrusion detection, malware prevention, and secure backup and disposal procedures.

The Receiving Party shall restrict access to the Confidential Information to only those Representatives who are expressly authorized under this Agreement and who have a demonstrable need to know such Confidential Information for the Permitted Purpose.

The Receiving Party shall train its Representatives in the proper handling, storage, transmission and destruction of Confidential Information, and shall periodically review and update its procedures to reflect evolving security standards and best practices.

In the event that the Receiving Party becomes aware of any security incident, breach, loss, theft, unauthorized access or disclosure affecting the Confidential Information, the Receiving Party shall (i) notify the Disclosing Party in writing as soon as practicable and in any event within [Number] hours of becoming aware of such event, (ii) provide full particulars of the incident, (iii) take immediate corrective action, and (iv) cooperate fully with the Disclosing Party, at the Receiving Party's cost, in investigating and remediating the same.

The Receiving Party shall maintain accurate records of its handling of the Confidential Information and shall, upon reasonable written notice from the Disclosing Party, permit the Disclosing Party or its designated representatives to audit such records and the Receiving Party's compliance with this Agreement, provided that such audit shall be conducted during normal business hours in a manner that does not unreasonably interfere with the Receiving Party's operations.

The Confidential Information is provided by the Disclosing Party on an "as-is" basis, without any representation or warranty of any kind, whether express, implied or statutory, including, without limitation, any warranty of accuracy, completeness, merchantability, fitness for a particular purpose, non-infringement, or absence of latent or other defects.

The Disclosing Party shall have no liability to the Receiving Party or any of its Representatives arising out of or in connection with the use of, reliance upon, or inability to use any Confidential Information, and the Receiving Party shall rely entirely upon its own judgment, investigations and inquiries in evaluating the Confidential Information and the Permitted Purpose.

Nothing contained in this Agreement, nor the disclosure of any Confidential Information hereunder, shall be construed as creating any obligation on the part of the Disclosing Party to furnish any particular Confidential Information or to continue to furnish Confidential Information to the Receiving Party.

The Disclosing Party reserves the right, in its sole and absolute discretion, to determine what information, if any, it shall disclose to the Receiving Party, and to cease any further disclosure at any time without incurring any liability to the Receiving Party.

Only those representations and warranties, if any, that are expressly set forth in a definitive written agreement subsequently executed and delivered by the Parties in connection with the Permitted Purpose shall have any legal effect between the Parties.

No employee, agent or representative of the Disclosing Party has any authority to make any representation or warranty concerning the Confidential Information other than as expressly set forth herein, and the Receiving Party acknowledges that it has not relied upon any such representation or warranty.

The obligations of confidentiality, non-use and non-disclosure set forth in this Agreement shall not apply to any portion of the Confidential Information which the Receiving Party can demonstrate, by competent written evidence:

(i) was in the public domain at the time of its disclosure to the Receiving Party, or thereafter entered the public domain through no act, omission, fault or breach of this Agreement by the Receiving Party or any of its Representatives;

(ii) was rightfully in the possession of the Receiving Party, free of any obligation of confidentiality, prior to its disclosure by or on behalf of the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records;

(iii) was rightfully received by the Receiving Party from a bona fide third party who was lawfully in possession of such information and who had the right to disclose the same without any obligation of confidentiality to the Disclosing Party;

(iv) was independently developed by employees or agents of the Receiving Party who had no access to and no knowledge of the Confidential Information, as evidenced by the Receiving Party's contemporaneous written records;

(v) is disclosed by the Receiving Party with the prior express written consent of the Disclosing Party.

The burden of proving the applicability of any of the foregoing exclusions shall rest exclusively with the Receiving Party, and such proof shall be established by clear and convincing contemporaneous written evidence.

Specific Confidential Information shall not be deemed to fall within any of the above exclusions merely because it is embraced by more general information that falls within such exclusions, nor shall any combination of features be deemed to fall within such exclusions merely because the individual features are within such exclusions.

In the event that the Receiving Party or any of its Representatives is required by applicable law, regulation, judicial or administrative order, subpoena, civil investigative demand, or other similar legal process of competent authority to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt prior written notice of such requirement, so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

The Receiving Party shall cooperate fully with the Disclosing Party, at the Disclosing Party's expense, in any efforts by the Disclosing Party to obtain such protective order or other appropriate remedy, and shall not oppose, directly or indirectly, any such effort by the Disclosing Party.

If, in the absence of a protective order or waiver, the Receiving Party or its Representative is nonetheless, in the opinion of its legal counsel, legally compelled to disclose Confidential Information, the Receiving Party may disclose only that portion of the Confidential Information which such counsel advises in writing is legally required to be disclosed, and shall use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

The Receiving Party shall furnish only such Confidential Information as is strictly necessary to comply with the applicable legal requirement, and shall endeavor to narrow the scope of any required disclosure to the greatest extent reasonably possible.

Any disclosure made pursuant to this section shall not relieve the Receiving Party of its obligations under this Agreement with respect to any Confidential Information not so disclosed, nor shall it in any way diminish the confidential status of the Confidential Information so disclosed with respect to any party other than the compelling authority.

The Receiving Party shall promptly inform the Disclosing Party of the terms, scope and timing of any such compelled disclosure, and shall provide the Disclosing Party with copies of all relevant correspondence, documents and materials relating thereto.

Upon the earlier of (i) the completion or abandonment of the Permitted Purpose, (ii) the written request of the Disclosing Party at any time and for any reason or no reason, or (iii) the termination or expiration of this Agreement, the Receiving Party shall promptly, and in any event within [Number] days of such event, return to the Disclosing Party all Confidential Information in its possession or under its control, together with all copies, reproductions and extracts thereof, in whatever form or medium.

All Derivative Materials prepared by the Receiving Party or any of its Representatives shall likewise be returned to the Disclosing Party within the period specified above.

The Receiving Party shall certify in writing to the Disclosing Party, through a duly authorized officer, that it has fully complied with the requirements of this section and has returned to the Disclosing Party all Confidential Information and Derivative Materials in its possession or control and in the possession or control of each of its Representatives.

Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely to the extent required by applicable law, regulation, or bona fide internal document retention policies, and in such case the retained Confidential Information shall remain subject to the obligations of confidentiality and non-use set forth in this Agreement for so long as such Confidential Information is retained, notwithstanding any expiration or termination hereof.

The return of Confidential Information pursuant to this section shall not relieve the Receiving Party or any of its Representatives of any of their respective obligations under this Agreement, all of which shall survive such return in accordance with the section titled "Term and Survival".

Costs and expenses associated with the return of Confidential Information hereunder shall be borne entirely by the Receiving Party.

This Agreement shall come into force and effect on the Effective Date and shall remain in full force and effect for a period of [Number] years thereafter, unless earlier terminated by mutual written agreement of the Parties (the "Term").

Notwithstanding the foregoing, either Party may terminate this Agreement by providing not less than [Number] days' prior written notice to the other Party; provided, however, that no termination shall affect or diminish the Receiving Party's obligations with respect to Confidential Information disclosed prior to the effective date of such termination.

The obligations of confidentiality, non-use and non-disclosure contained in this Agreement shall survive the expiration or termination of this Agreement and shall continue to bind the Receiving Party and its Representatives for a period of five (5) years from the date of the last disclosure of Confidential Information under this Agreement.

Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality and non-use shall continue for so long as such Confidential Information retains its status as a trade secret.

The provisions concerning no license or transfer of rights, standard of care, no representations or warranties, exclusions from Confidential Information, compelled disclosure, return of Confidential Information, remedies and injunctive relief, notices, governing law and dispute resolution, and miscellaneous provisions shall survive the expiration or termination of this Agreement to the extent necessary to give effect to their intended meaning.

Expiration or termination of this Agreement shall not relieve either Party of any liability or obligation accrued or incurred prior to the effective date of such expiration or termination.

The Receiving Party acknowledges and agrees that the Confidential Information is of a unique, special and extraordinary character, and that any actual, threatened or anticipated breach of this Agreement by the Receiving Party or any of its Representatives would cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy.

Accordingly, the Disclosing Party shall be entitled to seek and obtain, without the necessity of posting any bond or other security and without proof of actual damages, equitable relief, including, without limitation, injunctive relief, specific performance, and other equitable remedies, in any court of competent jurisdiction, in addition to any and all other remedies available at law or in equity.

The rights and remedies of the Disclosing Party set forth in this Agreement are cumulative and in addition to, and not in lieu of, any other rights and remedies available to the Disclosing Party under this Agreement, at law, in equity, or otherwise, and the exercise of any one right or remedy shall not preclude the exercise of any other.

In the event of any breach or threatened breach of this Agreement, the Receiving Party shall indemnify, defend and hold harmless the Disclosing Party and its Affiliates, and their respective directors, officers, employees, agents and representatives, from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with such breach or threatened breach.

The failure of either Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Any waiver of any provision of this Agreement must be in writing, signed by the Party granting such waiver, and shall not be construed as a waiver of any other provision or any subsequent breach of the same provision.

The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred in connection therewith.

All notices, requests, demands, consents, approvals and other communications required or permitted to be given under this Agreement shall be in writing and in the English language, and shall be delivered by (i) personal delivery, (ii) internationally recognized courier service with tracking capability, (iii) registered or certified mail, return receipt requested, with postage prepaid, or (iv) electronic mail with confirmation of receipt.

Notices shall be addressed to the Parties at their respective addresses set forth below, or to such other address as a Party may from time to time designate by written notice given in accordance with this section:

If to the Disclosing Party: [Disclosing Party Notice Address], Attention: [Name/Title], Email: [Email Address].

If to the Receiving Party: [Receiving Party Notice Address], Attention: [Name/Title], Email: [Email Address].

Notices shall be deemed to have been duly given and received: (i) upon actual delivery if personally delivered; (ii) on the date of delivery as evidenced by the courier's records if sent by courier; (iii) on the date of actual receipt as evidenced by the return receipt if sent by registered or certified mail; or (iv) on the date of confirmation of receipt if sent by electronic mail, provided that if such confirmation is received outside of normal business hours of the recipient, then on the next business day.

A Party may change its address or other contact details for the purposes of this section by giving written notice of such change to the other Party in accordance with the provisions hereof, such change to become effective upon receipt of such notice.

Any notice or communication not given in accordance with this section shall be ineffective for all purposes hereunder.

This Agreement, and any dispute, controversy, claim or difference of any kind whatsoever arising out of, in connection with or in relation to this Agreement, including its existence, formation, validity, interpretation, performance, breach, termination or enforceability, shall be governed by, construed and enforced in accordance with the laws of [Country/State], without regard to its conflict of laws principles.

The Parties shall use their respective reasonable best efforts to resolve, through good faith negotiations, any dispute, controversy, claim or difference arising out of or in connection with this Agreement, which negotiations shall commence promptly upon written notice from either Party and continue for a period of not less than [Number] days.

In the event that any such dispute, controversy, claim or difference cannot be resolved amicably within the period specified above, the same shall be finally and exclusively submitted to the competent courts of [City, Country], and the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue or forum non conveniens.

Notwithstanding the foregoing, nothing in this section shall preclude the Disclosing Party from seeking interim, provisional, injunctive or equitable relief from any court of competent jurisdiction in any jurisdiction where such relief may be necessary to protect its Confidential Information, intellectual property or other rights hereunder.

Each Party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to a trial by jury in any legal action or proceeding arising out of or relating to this Agreement.

The prevailing Party in any dispute arising out of or relating to this Agreement shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, court costs, and other expenses incurred in connection with such dispute.

This Agreement and the rights and obligations of the Receiving Party hereunder shall not be assigned, transferred, delegated, sublicensed or otherwise disposed of, in whole or in part, whether voluntarily, involuntarily, by operation of law or otherwise, by the Receiving Party without the prior express written consent of the Disclosing Party, which consent may be withheld, conditioned or delayed in the Disclosing Party's sole and absolute discretion.

The Disclosing Party may freely assign, transfer or otherwise dispose of its rights and obligations under this Agreement, in whole or in part, without the consent of the Receiving Party, to any of its Affiliates or to any successor-in-interest in connection with a merger, consolidation, reorganization, sale of all or substantially all of its assets or business to which this Agreement relates, or similar transaction.

Any purported assignment, transfer, delegation or sublicense in violation of this section shall be null and void ab initio and of no force or effect, and shall constitute a material breach of this Agreement.

A change of control of the Receiving Party, whether by merger, acquisition, consolidation, sale of a majority of its voting securities, or otherwise, shall be deemed to constitute an assignment of this Agreement by the Receiving Party requiring the prior written consent of the Disclosing Party.

Subject to the foregoing restrictions, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person or entity, other than the Parties and their respective permitted successors and assigns, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

This Agreement, together with any documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, understandings, negotiations, representations and communications, whether oral or written, between the Parties relating to such subject matter.

No modification, amendment, supplement or variation of this Agreement shall be valid or binding unless made in writing and signed by duly authorized representatives of both Parties.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such provision shall be deemed modified to the extent necessary to make it enforceable while preserving its intent, or if such modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

The relationship between the Parties established by this Agreement is that of independent contracting parties, and nothing contained herein shall be construed as creating a partnership, joint venture, agency, employment, fiduciary or similar relationship between the Parties, or as authorizing either Party to act as agent for or to bind the other Party in any manner whatsoever.

Neither Party shall, without the prior written consent of the other Party, use the name, logo, trademark, service mark or any variation thereof of the other Party, nor shall it make any public announcement, press release or similar public disclosure regarding this Agreement or the Permitted Purpose, except as may be required by applicable law or by the rules of any stock exchange on which such Party's securities are listed.

Each Party shall bear its own costs and expenses, including legal fees, incurred in connection with the negotiation, preparation, execution and performance of this Agreement.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Execution by electronic signature or by exchange of signed scanned copies by electronic means shall be deemed valid and binding for all purposes.

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on its part.

The provisions of this Agreement shall be construed fairly as to each Party and not in favor of or against any Party, regardless of which Party was principally responsible for the drafting hereof.