MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the Agreement), by and between, is entered into on the day of signing by both
parties below:
______________________________________________, a ______________________________ (First party),

with address _______________________________________________________________________________ and

______________________________________________, a ___________________________ (Second Party),

with address _______________________________________________________________________________.

1) Purpose. Both parties wish to explore possibility of a business relationship of mutual interest (the Relationship) in
connection with which each party may disclose its Confidential Information (as defined below) to the other. This Agreement
is intended to allow the parties to discuss and evaluate the feasibility of the Relationship while protecting each partys
Confidential Information (including Confidential Information previously disclosed to the other party) against unauthorized
use or disclosure.

2) Definition of Confidential Information. The term Confidential Information means any oral, written, visual, graphic or
machine-readable information including, but not limited to, that which relates to patents, patent applications, trade secret,
and proprietary information, research, product plans, products, proposals, pricing and rates, know-how, developments,
inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code),
hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services,
customers, suppliers, marketing or finances of the disclosing party.

The disclosing party shall mark confidential Information with a restrictive legend. If Confidential Information is not marked
with such legend or is disclosed orally, 1) the Confidential Information will be identified as confidential at the time, and 2)
the disclosing party will promptly provide the receiving party with written confirmation.

The term Confidential Information does not include any information which: (i) was already known by the receiving party
free of any obligation to keep it confidential, at the time of disclosure, as demonstrated by documentation in existence at
the time of disclosure; (ii) becomes publicly known through no wrongful act of the receiving party, (iii) is rightfully received
from a third party without confidentiality obligation, (iv) is independently acquired or developed without reference to any
information disclosed by other party or violating any obligations under this Agreement, (v) is disclosed to a third party by
the original disclosing party without similar confidentiality restrictions, or (vi) is approved for release by written
authorization of the disclosing party.

3) Non-Disclosure and Non-Use of Confidential Information. Each party agrees not to make use of, disseminate, or in any
way disclose any Confidential Information disclosed to it by the other party, except to carry out discussions concerning the
Relationship, and any purposes the other party may hereafter authorize in writing. Furthermore, the existence of any
business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to
any form of public media without written approval of both parties. Neither party shall disclose or permit disclosure of any
Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information,
other than directors, officers, employees, consultants and agents who are required to have the information in order to
carry out the discussions regarding the Relationship.

Before disclosure to any of the above parties, the receiving party shall have a written agreement with each such party
sufficient to require that party to treat Confidential Information in accordance with this Agreement.

Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of
Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of
persons other than those persons authorized under this Agreement to have any such information. Such measures shall
include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential
Information of a similar nature, which shall be no less than reasonable care. Each party agrees to notify the other in writing
of any actual, threatened or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of
the disclosing party that may come to the receiving partys attention.

Only exclusion from obligations under this Section 3 shall be if receiving party can demonstrate that certain Confidential
Information is required to be disclosed by law, or in response to valid court or other governmental body order, provided
that the receiving party disclosing such information shall provide prompt written notice thereof to permit to enable other
party to seek a protective order or otherwise prevent such disclosure and that the receiving party takes all reasonable and
lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such
disclosure.

4) Return of Materials. Any materials or documents that have been furnished by one party to the other in connection with
the Relationship shall be promptly returned by the receiving party, accompanied by all copies of such documentation,
within ten (10) days after the written request of the disclosing party or destroyed if requested.

5) No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or
other intellectual property right of either party, nor shall this Agreement grant either party any rights in or to the other
partys Confidential Information other than the limited right to review such Confidential Information solely for the purpose
of determining whether to enter into the Relationship.

6) No Warranties. No warranties of any kind are given by either party with respect to the accuracy, appropriateness or
completeness of information provided to the other. The parties acknowledge that Confidential Information received
pursuant to this Agreement concerning the other partys plans, as well as projected dates of same, are tentative and do not
and are not intended to represent firm decisions of the disclosing party. Nothing in this Agreement shall be construed as
obligating a party to provide, or continue to provide, any information to anyone.

7) Term. The foregoing commitments of each party shall survive any termination of the Relationship between the parties,
and shall continue till such time as Confidential Information is still confidential.

8) No Assignment. Neither party will assign or transfer any rights or obligations under this Agreement without the prior
written consent of the other.

9) Survivability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith and protect the meaning of the provision. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be
excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded
and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

10) Independent Contractors. Both parties are independent contractors, and nothing contained in this Agreement shall be
construed to constitute partnership, joint venture, co-ownership or participation in a joint or common undertaking.

11) Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of
New York, without giving effect to principles of conflicts of law. Each of the parties hereto consents to the exclusive
jurisdiction and venue of the courts of New York County, New York.

12) Export Control. The recipient of Confidential Information under this Agreement acknowledges its obligations to control
access to technical data under U.S. Export Laws and Regulations and agrees to adhere to such laws and regulations with
regard to any Confidential Information received under this Agreement. Recipient will not export outside of the United
States, if a United States company or citizen, or re-export, if a foreign company or citizen, except as permitted by the laws
and regulations of the United States.

13) Remedies. Each party agrees that its obligations set forth in this Agreement are necessary and reasonable in order to
protect the disclosing party and its business. Each party expressly agree that due to the unique nature of the disclosing
partys Confidential Information, monetary damages would be inadequate to compensate the disclosing party for any
breach by the receiving party of its covenants and agreements set forth in this Agreement. Accordingly, each party agrees
and acknowledges that any such violation or threatened violation shall cause irreparable injury to the disclosing party and
that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be
entitled to obtain injunctive relief against the threat of breach of this Agreement or the continuation of any such breach
without the necessity of proving actual damages.

14) Amendments and Waiver. Any term of this Agreement may be amended with the written consent of both parties. Any
amendment or waiver affected in accordance with this Section shall be binding upon the parties. Failure to enforce any
provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.

15) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. The delivery of this Agreement can be made by digital means, and
images of signed pages shall be treated as original signatures for all purposes.

16) Entire Agreement. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement
between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties
with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the
parties hereto regarding such transactions is expressly canceled.

Parties have executed this Mutual Nondisclosure Agreement as of ______.

First Party: Second Party:

By: By:

Name: Name:
(print) (print)

Title: Title:

MNDA-20170325-2.doc Confidential