Non-Disclosure Agreement

Recipient acknowledges that certain Disclosing Party’s confidential and/or, proprietary information and/or trade secrets and materials will be or have been disclosed to the Recipient during the course of meetings and/or discussions and negotiations with between the parties. Recipient agrees that such information, whether in written recorded, digital, electronic or oral form, may include without limitation, information of or relating to Disclosing Party’s products, services, know how, strategies, plans, customers, vendors, suppliers and financial information (collectively the “Confidential and Proprietary Information”). Because such Confidential and Proprietary Information is a valuable asset of Disclosing Party, in order to provide an appropriate basis by which the Confidential and Proprietary Information can be made available to you, the Recipient, you must agree to the terms and conditions of this Agreement as further set forth below.

Recipient agrees to hold the Confidential and Proprietary Information in strict confidence and solely for the benefit of Disclosing Party and Recipient agrees not to publish, disclose, or allow to be disclosed such Confidential and Proprietary Information to third parties, without prior written consent of the Disclosing Party. Recipient agrees to use the Confidential and Proprietary Information solely to evaluate the commercial potential of a business relationship with Disclosing Party (the “Authorized Purpose”) and agrees not to copy, in whole or in part, the Confidential and Proprietary Information or modify the Confidential and Proprietary Information in any way. The Recipient agrees to take all necessary precautions to protect the Confidential and Proprietary Information from unauthorized disclosure and shall limit access to such Confidential and Proprietary Information in connection with the Authorized Purpose to (i) the Recipient’s employees whose have a demonstrable need to know such Confidential and Proprietary Information or (ii) the Recipient’s consultants or agents, but only upon first obtaining the Disclosing Party’s prior written consent; and further provided, all such employees, consultants or agents must separately accept and agree to the terms and conditions of this Agreement prior to the disclosure of the Confidential and Proprietary Information.

The Recipient further agrees not to use the Confidential and Proprietary Information outside of the scope of the Authorized Purpose and/or for its own benefit or for the benefit of any such other person, firm, corporation or entity, unless the Recipient has first obtained Disclosing Party’s expressed prior written consent as to such use of the Confidential and Proprietary Information.

The Recipient, however, will not be responsible for the disclosure of any Confidential or Proprietary Information which: (i) now, or becomes in the future, public knowledge other than through the acts or omissions of the Recipient; (ii) is lawfully known to or obtained by the Recipient from a third party; (iii) is subject to applicable federal or state laws requiring disclosure. Recipient will give Disclosing Party prompt notice of any such legal or governmental demand for disclosure of the Confidential and Proprietary Information and reasonably cooperate with Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at Disclosing Party’s expense.

In any judicial proceeding it shall be presumed that the Confidential and Proprietary Information constitutes protectable Confidential and Proprietary Information of Disclosing Party and the Recipient shall bear the burden of proving that any such information, materials or matters were and/or are of public knowledge through no act or omission of the Recipient.

The Recipient acknowledges the unauthorized use, disclosure, or distribution of the Confidential and Proprietary Information will cause irreparable injury to Disclosing Party and that the Disclosing Party’s remedies at law will be inadequate. As a result, Disclosing Party will be entitled to an immediate injunction from a court of competent jurisdiction, without posting of a bond or proof of damages, in addition to all other legal or equitable remedies for such unauthorized use, disclosure or distribution.

All information and materials provided to Recipient in tangible form and all copies thereof will be returned to Disclosing Party immediately upon completion of the Authorized Purpose. Recipient agrees to execute an affidavit as to complete return of all Confidential and Proprietary Information at Disclosing Party’s requests.

Interpretation and enforcement of the Agreement shall be governed by the laws of the State of Michigan, without regard to its conflicts of laws provisions. The parties consent to the personal and exclusive jurisdiction of the federal and state courts that have a presence in Ingham County, Michigan.

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings between the parties, whether oral or written. No modification to the Agreement or waiver of Disclosing Party’s rights hereunder will be binding unless in writing signed by both parties.