Agreement on confidentiality and restriction of use

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(Agreement)

between

and

- hereinafter referred to individually or jointly as the parties to the Agreement -

Date of entry into force:

Term of this Agreement:

1. Definitions. Confidential information within the meaning of this Agreement is all physical or oral information and data, such as technical or business data, documents or knowledge as well as possibly samples, which the parties to the Agreement exchange in connection with the aforementioned purpose, be they the property of the parties hereto, of their associated companies within the meaning of Section 15 of the German Stock Corporation Act or transferred by third parties under a relevant confidentiality understanding. Confidential information covers all copies and summaries produced thereof. Under this Agreement, confidential information can be sent by both a party to the Agreement and its associated company to the other party hereto.

2. Type of communication. The obligations contained herein shall apply only to that confidential information which if physical in writing or another form is marked as "confidential" or a similar remark or if conveyed orally is described as confidential when communicated and summarized in an appropriately marked memorandum, which is forwarded to the other party to the Agreement within thirty (30) days. Objections by the other party hereto against this shall be raised in writing within thirty (30) days.

3. Confidentiality, use. Each party to the Agreement shall undertake in relation to the other party hereto to

(a) treat all confidential information transferred to it under this Agreement as business secrets confided to it and not to make it available to third parties or to make it available only to those employees of its associated companies who require it for the stipulated purpose and who have been placed under an obligation to observe confidentiality; and

(b) to take for the observance of confidentiality the same care as that shown with regard to its own information of similar importance but at least an appropriate level of care; and

(c) to use the confidential information transferred to it under this Agreement for the purpose set out in the preamble.

4. Exceptions. The obligations contained in Section 3 of this Agreement shall not apply to confidential information as long as and in so far as the latter in accordance with evidence to be furnished by the recipient

(a) was already legitimately known to the recipient beforehand without an obligation to observe confidentiality; or

(b) is or will be generally known through no fault of the recipient provided that the confidential information cannot be regarded as generally known simply because only parts thereof are contained in general announcements or because individual parts or combined parts thereof are or will become known; or

(c) was reported to or transferred to the recipient by a third party legitimately without an obligation to observe confidentiality; or

(d) was proven to be developed by the recipient independently and without recourse to confidential information; or

(e) is to be disclosed based on a binding administrative or court order or binding legal regulations provided that the other party to the Agreement was given prior warning in writing in good time of the disclosure; or

(f) was cleared in writing for announcement by the transferring party to the Agreement.

5. Rejection. Each party to the Agreement ...

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