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solicit the business of any person or entity,to provide services to any person or entity, or <br /> otherwise to compete with the Disclosing Party. The obligations of this paragraph shall survive <br /> for five(5)years from date that Disclosing Party first discloses such Confidential Information to <br /> the Receiving Party. <br /> 3. Standard of Care. Each party agrees to reveal the Confidential Information only to its <br /> Representatives who need to know the Confidential Information for the purpose of the Proposed <br /> Transaction,who are informed of the confidential nature of the Confidential Information and who <br /> agree to act in accordance with the terms and conditions of this Agreement. The Receiving Party <br /> shall be responsible for any breach of this Agreement by its Representatives. Each party agrees to <br /> take all reasonable precautions necessary to safeguard the Confidential Information from <br /> disclosure to any person or entity other than its Representatives. The parties agree that no <br /> disclosure of Confidential Information under this Agreement shall constitute a waiver of any <br /> applicable privilege, including but not limited to the privileges pertaining to attorney-client <br /> communications and attorney work product. Each party also agrees not to use or disclose any <br /> Confidential Information in violation of securities or insider trading laws and to take reasonable <br /> steps to ensure compliance by its employees and agents. The Receiving Party shall be responsible <br /> for compliance with laws pertaining to the export of the Confidential Information. <br /> 4. Term.This Agreement shall be effective as of the date written in the introductory paragraph <br /> hereof and shall continue until the earliest of(a)the termination of the Proposed Transaction,(b) <br /> notice of termination by one party to the other, or(c)the one-year anniversary hereof. Any <br /> termination or expiration of this Agreement shall be subject to the survival provision below. <br /> 5. Records. Each party to this Agreement shall keep a written record of Confidential <br /> Information furnished to it by the Disclosing Party and of the location of such Confidential <br /> Information.All copies of the Confidential Information shall be returned to the Disclosing Party <br /> immediately(a) in the event the Proposed Transaction is not consummated,(b)upon the <br /> termination of this Agreement,or(c)at any other time upon the Disclosing Party's request. <br /> 6. No Ownership or Warranty.Nothing contained in this Agreement shall be construed as <br /> granting any ownership rights,by license or otherwise, in any Confidential Information disclosed <br /> by a party. The Receiving Party acknowledges that the Disclosing Party makes no express or <br /> implied representation or warranty as to the accuracy or completeness of the Confidential <br /> Information,and the Receiving Party agrees that the Disclosing Party shall have no liability <br /> hereunder with respect to the Confidential Information,or errors or omissions therein. The <br /> Receiving Party agrees that it is not entitled to rely on the accuracy or completeness of the <br /> Confidential Information and shall be entitled to rely solely on the representations and warranties, <br /> if any,made to it by the Disclosing Party in any final written agreement regarding the Proposed <br /> Transaction. <br /> 7. Compelled Disclosure. Each Party to this Agreement acknowledges the competitive value <br /> and confidential nature of the Confidential Information and that use of such Confidential <br /> Information by Receiving Party or disclosure thereof to any third party could be competitively <br /> harmful to the Disclosing Party. In the event the Receiving Party or any party to which it <br /> transmits the Confidential Information pursuant to this Agreement becomes legally compelled to <br /> disclose any of the Confidential Information,the Receiving Party shall provide the Disclosing <br /> Party with prompt notice so that the Disclosing Party may seek a protective order or other <br /> appropriate remedy. In the event that such protective order or other remedy is not obtained,the <br /> Receiving Party shall furnish only that portion of the Confidential Information which it is advised <br /> by written opinion of counsel is legally required,and the Receiving Party shall exercise <br /> December 2015 12 of 14 <br />