1. Confidential Information.

For purposes of this Agreement, the term "Confidential Information" shall mean the following: Any information, ideas, materials, work in process, marketing, sales, supplier, client, financial, or other business information, or the like, whether in oral, written, electronic, digital or other form disclosed by one party (the "Discloser") to the other party (the "Recipient"). Confidential Information does not include any part of the information which Recipient can document: (a) is or has become publicly available in the context disclosed through no act or failure of Recipient; (b) was or is rightfully learned by Recipient from a source other than Discloser, before being received from Discloser; (c) became independently available to Recipient as a matter of right from a third party; or (d) must be disclosed by Recipient under compulsion of law, provided that Recipient shall, if not legally prohibited, first give written notice to Discloser and allow Discloser an opportunity to obtain a protective order prohibiting or restricting such disclosure of the Confidential Information.

2. Undertaking.

Recipient agrees that Recipient and its employees, agents and contractors will not at any time disclose the Confidential Information of the Discloser to any person, or use the Confidential Information of the Discloser for its own benefit or for the benefit of anyone else without the prior express written consent of Discloser, and Recipient and its employees, agents and contractors shall only use the Confidential Information for purposes relating to an evaluation of a potential business relationship with the Discloser. Each party shall be responsible for any breach of this Agreement by its employees, agents and contractors to whom it discloses any Confidential Information.

3. Return of Confidential Information.

Upon request, the Recipient agrees to promptly deliver to Discloser any documents reflecting Confidential Information of the Discloser and any copies made thereof which the Recipient may have made, may have access to, or may receive or possess during the period of its discussions and/or business relationship with Discloser. In no event shall the Recipient be required to return to the Discloser any notes, memorandum, analyses, summaries or other documents created by the Recipient and containing Confidential Information of the Discloser, provided that the same are promptly destroyed upon the Discloser's request and such destruction is certified in writing by the Recipient. Notwithstanding the foregoing, the Recipient's legal counsel may retain in a secure location one copy of the Confidential Information for archival purposes and as may be required by law and neither party shall be required to erase any Confidential Information of the other party stored electronically as part of an archival back-up system maintained by such party in the ordinary course of business.

4. Remedies.

The Recipient acknowledges that disclosure or use of Confidential Information of the Discloser in violation of the terms of this letter agreement, or the threat to do so, may cause irreparable harm to Discloser for which monetary damages may be difficult to ascertain or would constitute an inadequate remedy. The Recipient