This Reciprocal Non-Disclosure Agreement (“Agreement”) is entered into as a condition of the undersigned party (“Participant”)

This Reciprocal Non-Disclosure Agreement (“Agreement”) is entered into as a condition of the undersigned party (“Participant”) participating in the VPIM Bakeoff Event (the “Event”). No individual or entity shall be permitted to participate in or receive any Confidential Information, as defined herein, related to the Event unless and until such person or entity has executed this Reciprocal Non-Disclosure Agreement.

WITNESSETH:

The Participant hereto desires to participate in the Event and receive and exchange certain confidential information for the purpose of participating, along with other Event participants, all of whom have signed a substantially similar Reciprocal Non-Disclosure Agreement, in the Event (“the Purpose”). Therefore, in consideration of the following covenants and agreements, and intending to be legally bound hereby, the Participant hereby agrees as follows:

1. DEFINITION

“Confidential Information” shall mean confidential, non-public or other proprietary information including, without limitation, hardware and software designs and code, product specifications and documentation, business and product plans and other confidential business information that is disclosed under the terms of this Agreement by any Event participant (“Disclosing Party”) to Participant including but not limited to all test activities and test results for the Event, as well as all other parties’ respective information concerning their research, experimental work, development, design details, specifications and engineering information.

Confidential Information shall be marked as confidential at the time of disclosure or otherwise designated as confidential by the Disclosing Party within thirty (30) days of disclosure. Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, Participant; (ii) is received by Participant from a third party without a duty of confidentiality; (iii) is independently developed by Participant without use of the Confidential Information; (iv) is disclosed pursuant to any judicial or other governmental order, provided that Participant gives the Disclosing Party sufficient prior notice to contest such order; or (v) is disclosed by Participant with the prior written approval of the Disclosing Party.

2. CONFIDENTIALITY

2.1. Participant agrees that, as a condition to the receipt of Confidential Information hereunder, Participant shall: (i) not disclose, directly or indirectly, to any third party any portion of the Confidential Information without the prior written consent of the Disclosing Party; (ii) not use, copy or exploit the Confidential Information except for the Purpose; (iii) promptly return or destroy, at the Disclosing Party’s request, all materials and documentation regarding the Confidential Information received hereunder; (iv) take all reasonably necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as Participant would with its own confidential information; (v) reveal and communicate Confidential Information only to employees of Participant who need to know the Confidential Information and only to the extent necessary for the Purpose; (vi) inform all employees of Participant to whom Confidential Information may be disclosed or made available of the proprietary interest of the Disclosing Party therein and of the obligations of Participant with respect thereto; (vii) prohibit its employees from copying, utilizing or otherwise revealing the Confidential Information other than for the Purpose; and (viii) promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Confidential Information.

2.2. Participant shall take all reasonably necessary steps to ensure that its employees and agents comply with the foregoing confidentiality restrictions and obligations. Participant shall be responsible for all unauthorized uses or disclosures of Confidential Information by its employees or agents.

2.3. This Agreement shall be effective as of the Effective Date below and disclosure of Confidential Information hereunder shall end one (1) year after the Effective Date, unless this Agreement is terminated sooner by thirty (30) days prior written notice from any party hereto to all other parties. The obligation of confidentiality and non-disclosure hereunder shall continue for three (3) years from the date of expiration or termination of this Agreement.

3. MISCELLANEOUS

This Agreement imposes no obligation on any party to purchase, license or otherwise transfer any products, services or technology. This Agreement shall survive the termination of any other agreement between the parties hereto. Disclosing Party does not grant, and nothing contained herein shall obligate such party to grant any license under any patent or other intellectual property owned by them or any right or license to use the Confidential Information. Disclosing Party hereto does not make any warranty or representation regarding the Confidential Information, including the existence or non-existence of patents or other intellectual property rights that might relate to such information or be infringed by its use. Participant recognizes that breach of this Agreement will cause irrevocable harm to the non-breaching party that is inadequately compensable in damages and that the non-breaching party is entitled to injunctive relief for any such breach. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. Nothing contained herein or done hereunder shall be deemed to constitute or create any relationship of principal or agent or partners or joint venturers or any other relationship other than as expressly set forth herein. No provision of this Agreement may be amended or waived without a written agreement signed by all Event participants. Any participant in the Event may enforce any and all terms and conditions of this Agreement as such enforcement relates to such party’s Confidential Information and/or information and materials relating to such party’s Confidential Information, products, or services. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY DISCLOSING OR RECEIVING PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OF DATA, INTERRUPTION OF BUSINESS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN WITNESS WHEREOF, Participant has entered into this Confidentiality Agreement as of the Effective Date set forth below.

Participant

Company:

By:

Name:

Title: