THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is being entered into by and between you (“Customer”) and RealValidation, Inc. (“Company”). Each Party, to the extent that it discloses Confidential Information, is referred to herein as a “Disclosing Party.” Each Party, to the extent that it receives Confidential Information, is referred to herein as a “Receiving Party.”  In consideration for and as a condition to each party furnishing Confidential Information to the other party, the parties agree as follows:

  1. Confidential Information. As used herein “Confidential Information” shall mean: (a) any non-public information (in whatever form, whether written, oral or electronic) concerning the Disclosing Party or any of its customers, subsidiaries and affiliates furnished by or on the behalf of the Disclosing Party or its directors, officers, shareholders, members, partners, employees, affiliates, advisors (including legal, financial and accounting advisors), consultants, representatives or agents (collectively, “Representatives”) to the Receiving Party and/or its Representatives; and (b) all notes, analyses, compilations, summaries, studies or other documents or materials prepared by the Receiving Party or its Representatives which are based upon, contain or reflect any such information. The term “Confidential Information” shall not, however, include information: (a) that is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement or other obligations of confidentiality; (b) that is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or its Representatives) not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (c) independently developed by the Receiving Party without use of or reference to the Confidential Information.

  1. Restrictions on Disclosure. Without the prior written consent of the Disclosing Party, the Receiving Party and its Representatives shall not (except as set forth in Section 4 below): (a) disclose any Confidential Information to any third-party in any manner whatsoever; or (b) use any Confidential Information other than in connection with the business relationship between the parties and as directed by the parties. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its Representatives who: (a) reasonably require access to such information for the purpose of performing their services to the Receiving Party in connection with the relationship between the parties; (b) are informed by the Receiving Party of the confidential nature of such information; and (c) agree to abide by the confidentiality terms of this Agreement as if a party hereto. The Receiving Party shall be responsible for any breach of the confidentiality terms of this Agreement by its Representatives.

  1. Ownership of Confidential Information; No License. All Confidential Information shall remain at all times the sole and exclusive property of the Disclosing Party, and the Receiving Party shall acquire no rights therein by reason of its disclosure hereunder.  By making Confidential Information or other information available to the Receiving Party or its Representatives, the Disclosing Party is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or other proprietary or intellectual property right.

  1. Disclosures Pursuant to Law. In the event that the Receiving Party or any of its Representatives are requested or required pursuant to applicable law, regulation, stock exchange rule or legal or administrative process to disclose any of Confidential Information, the Receiving Party and its Representatives may make such requested or required disclosures; provided, however, that the Receiving Party shall, to the extent legally permissible: (a) notify the Disclosing Party promptly of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy; (b) provide such cooperation as the Disclosing Party shall reasonably request in connection with seeking such a protective order or other appropriate remedy; and (c) exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the information to be disclosed.

  1. Termination of Relationship; Return or Destruction of Confidential Information. Upon any termination of any relationship or agreements between the parties or upon the written request of the Disclosing Party, the Receiving Party will, at its election, either promptly redeliver or destroy all Confidential Information received; provided, however, that: (a) the Receiving Party will not be obligated to erase Confidential Information retained in archived computer system backups in accordance with its security or records retention policies; (b) any oral Confidential Information will continue to be subject to the terms of this Agreement; and (c) the Receiving Party and its Representatives may retain Confidential Information in order to comply with any legal or regulatory requirement or good faith business practice.

  1. Miscellaneous.

  1. Each party agrees that no failure or delay by the other Party or any of its Representatives in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right hereunder.

  1. The bold-faced captions appearing in this Agreement have been included only for convenience and shall not affect or be taken into account in the interpretation of this Agreement.

  1. This Agreement will be governed by and construed in accordance with the laws of the State of Florida (without giving effect to principles of conflicts of laws).

  1. No provision of this Agreement may be waived, amended or modified, in whole or in part, unless by an amendment in writing executed by the parties. In the event that any provision of this Agreement is deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.