Proprietary Information

1. The Consultant acknowledges and agrees that it had and will have access to confidential and proprietary information concerning the business and financial activities of the Company and information and technology from the Company’s product research and development, including without limitation, the Company’s trade secrets, research and test results, ideas, processes, data, know-how, improvements, inventions, techniques and products (actual or planned), trademarks and trade names. Such information, whether documentary, written, oral or computer generated, shall be deemed to be referred to as “Proprietary Information”.

2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Company and irrespective of form but excluding information that: (i) shall have become a part of the public knowledge except as a result of breach of the provisions of the Agreement or of this Section 5 by the Consultant; or (ii) received by the Consultant from a third party without confidentiality obligations towards the Company.

3. The Consultant recognizes that the Company received and will receive confidential or proprietary information from third parties, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In connection with such duties, such information shall be deemed Proprietary Information hereunder, and be treated in the same manner, mutatis mutandis.

4. The Consultant agrees and declares that, all Proprietary Information of the Company and patents, trademarks, copyrights, designs and other rights in connection therewith shall be the sole property of the Company and its assignees. At all times, both during the engagement by the Company and after the termination thereof, the Consultant will keep in confidence and trust all Proprietary Information using the same degree of care it uses to safeguard its own proprietary information but no less than a reasonable degree of care. In addition, the Consultant will not use or disclose any Proprietary Information or anything relating to it without the prior written consent of the Company except as may be necessary in order to perform the Services.

5. In the event that the Consultant shall be legally required (by formal questioning or, in the written opinion of his legal counsel, by applicable securities laws) to disclose any Proprietary Information, the Consultant shall immediately notify the Company of such request or requirement prior to disclosure so that the Company may seek an appropriate protective order with the reasonable assistance of the Consultant, and/or waive compliance with the terms of this undertaking, at the Company's absolute discretion. If such order or waiver is not timely obtained, only such portion of the Proprietary Information as specifically required shall be disclosed. For the avoidance of doubt, any information disclosed pursuant to such event, shall continue to be deemed as Proprietary Information.

6. Upon termination of the engagement with the Company, the Consultant will promptly deliver to the Company all documents and materials of any nature pertaining to the Services, and it will not take any documents or materials or copies thereof containing any Proprietary Information. The Consultant further covenants that it will delete all copies of Proprietary Information stored in digital or electronic databases.