Mutual Undisclosed agreement

Representatives means, in respect of any person, such person, such person's Affiliates, its and their respective directors, officers, employees, agents, advisors (including financial advisors and legal counsel) and any institutional lender to such person and the directors, officers and employees of any such agent, advisor or lender.

1.01 Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms hereof, hereunder and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.02 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and governmental authorities. The term including means including without limiting the generality of the foregoing

Confidential Information

2.01 Disclosure of Confidential Information

A disclosing party will at its discretion provide such of its Confidential Information to a receiving party as is required for the Purpose. Nothing in this Agreement obligates a disclosing party to disclose any particular Confidential Information.

2.02 Use of Confidential Information

A receiving party will use the Confidential Information solely for the Purpose. A receiving party will not disclose any Confidential Information to any person other than the receiving party's Representatives who have a need to know Confidential Information for the Purpose. A receiving party will take reasonable security measures and use care to preserve and protect the secrecy of, and to avoid disclosure or use of, the Confidential Information. A receiving party will promptly advise a disclosing party in writing of any misappropriation or misuse by any person of such Confidential Information which may come to its attention. A receiving party will be liable for all breaches of the terms of this Agreement by its Representatives.

2.03 Return of Confidential Information

Upon request of a disclosing party, any Confidential Information which it has furnished to a receiving party will be promptly returned accompanied by all copies thereof made by the receiving party and will be deleted from all retrieval systems and databases or destroyed. The receiving party will deliver to the disclosing party a certificate by an officer of the receiving party of such deletion or destruction.

2.04 Rights in Confidential Information

(1) All right, title and interest in and to the Confidential Information of a disclosing party will remain the exclusive property of such disclosing party and such Confidential Information will be held in trust and confidence by the receiving party for such disclosing party. No interest, licence or any right respecting such Confidential Information, other than expressly set out herein, is granted to the receiving party under this Agreement by implication or otherwise. Nothing herein contained will be deemed to limit or restrict the rights of a disclosing party to assert claims for patent or copyright infringement against the receiving party.

(2) This Agreement does not constitute any representation, warranty or guarantee with respect to the accuracy or completeness of any Confidential Information or whether the Confidential Information infringes any rights of third parties. A disclosing party will not be held liable for any errors or omissions in the Confidential Information or the use or the results of the use of the Confidential Information.

2.05 List of Individuals with Access

When requested by a disclosing party, the receiving party will promptly provide a list containing the full name, title, location and function of each person having access to or copies of the Confidential Information.