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I Agree to below terms and conditions This MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into effective as of the earliest date appearing below by and between Asset Panda, Inc. and the party listed below (each a “Party” and collectively the “Parties”). The Parties contemplate engaging in certain discussions concerning marketing and future product roadmaps. In order to facilitate such discussions and negotiations, certain confidential and proprietary, technical, financial, or business information may be disclosed by the Parties to each other. NOW THEREFORE, in reliance upon and in consideration of the premises and the following undertakings, the Parties agree as follows: "Confidential Information" shall mean any and all information, in any form or medium, that a Party marks as confidential or proprietary, or designates orally as confidential or proprietary at the time of disclosure and memorializes in writing within 30 days following such disclosure. Notwithstanding the foregoing, "Confidential Information" shall not include information which: is generally known or available to the public, or hereafter becomes generally known or available to the public through no fault of a Party or any person affiliated with such Party having access to the Confidential Information; is already known by a Party at the time of receiving such information from the disclosing Party, as evidenced by credible documentation; or is independently developed by employees or consultants of a Party who had no access to such Confidential Information. The Parties agree that each Party and their respective Representatives (as defined below) will retain all Confidential Information of the other Party in strictest confidence and will not disclose such Confidential Information to any third party (other than to a Representative who agrees to be bound by the same confidentiality obligation) and will use such Confidential Information solely for purposes of evaluation in order to explore the possibility of establishing a business relationship between the Parties. For purposes of this Agreement, the term "Representatives" shall mean the officers, directors, employees, stockholders, and agents or representatives (such as attorneys, accountants, bankers, and financial advisors). The obligation to maintain the confidentiality of the other party’s Confidential Information shall last for three years after the termination of this Agreement, provided, however, that the obligation to maintain confidentiality with respect to a disclosing Party’s proprietary processes, techniques, designs, formulae, and other trade secrets shall continue without limitation. Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure is required in response to a valid order of a court or other governmental body of competent jurisdiction, provided, however, that the Party required to disclose such Confidential Information shall first have given written notice thereof to the other Party and shall have given the other Party the opportunity, by means of such notice, to seek a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. Whether or not the evaluation of the Confidential Information results, in whole or in part, in a business relationship between the Parties, each Party agrees upon the termination of this Agreement or otherwise upon the written request of the other Party to promptly return to such other Party all Confidential Information of such other Party, including any copies or other reproductions, or extracts thereof, of such Confidential Information. Each Party shall also promptly destroy or cause to be destroyed all memoranda, notes, reports, e-mails, and documents, and all copies and reproductions, and extracts thereof, prepared by it or any of its Representatives in connection with the evaluation of the other Party's Confidential Information. Each Party shall, upon written demand from the other Party, promptly provide a notarized affidavit signed by an officer of such Party attesting to its compliance with all of the requirements of this Paragraph 4. During the term of this Agreement and for a period of two years following the termination hereof, neither Party shall solicit the employment or services of any employee of the other Party, provided, however, that this provision shall not prohibit a Party from hiring an employee of the other Party who responded to a general solicitation for employment to fill a position at such Party. This Agreement shall be binding upon and inure to the benefit of the undersigned Parties, their successors and permitted assigns, and, following assumption from time to time of the obligations and duties hereunder by any affiliate or subsidiary of either Party, be binding upon and inure to the benefit of such affiliate or subsidiary. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be construed, governed and enforced by the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof. This Agreement may not be changed, modified, amended, or supplemented except by a written instrument signed by both Parties. The invalidity or unenforceability of any one or more provisions hereof shall not affect the validity or enforceability of the remaining provisions. To the extent that any provision of this Agreement is unenforceable because it is overbroad, that provision shall not be void but rather shall be limited to the extent required by applicable law and enforced as so limited. Either Party may terminate this Agreement with or without cause upon ninety (90) days written notice to the other Party. All sections of this Agreement relating to the rights and obligations of the Parties concerning the Confidential Information shall survive any such termination