1. Recipient will not disclose the Disclosing Party’s Confidential Information to any third party, or use the Disclosing Party’s Confidential Information except as authorized by the Disclosing. Recipient will protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information of the kind, and will disclose such information to (i) its employees and independent contractors who have a need to know; and (ii) any other party with the Disclosing Party’s prior written consent. Before disclosure to any of the above parties, the Recipient must have an appropriate written consent. Before disclosure to any of the above parties, the Recipient must have an appropriate written agreement with such party sufficient to require that the party treat such Confidential Information in accordance with this Agreement.

2. The Confidential Information does not include specific information, which can be shown by documentary evidence to be in the public domain. Such information will not be considered to be public domain merely because it is suggested by more general information, or could be assembled from one or more sources or has become available to the public by virtue of a breach of the agreement, or a similar agreement by another person or entity. The term “person” as used in this Agreement will be broadly interpreted to include, without limitation, any corporation, company, group, partnership, individual, and the public.

3. In the event Recipient receives a subpoena or other administrative or judicial process requesting Confidential Information Recipient will notify the Disclosing Party of such receipt to allow the Disclosing Party a reasonable opportunity to obtain a protective order. The Recipient may thereafter comply with such subpoena or process to the extent required by law.

4. Neither this Agreement, nor any disclosure of Confidential Information hereunder grants the Recipient any right or license under and trademark, trade secret, copyrights or patient now or hereafter owned or controlled by the Disclosing Party.

5. ALL CONFIDENTIAL INFORMATION IS PROVIDED ‘AS IS’ DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS CONFIDENTIAL INFORMATION.

6. Neither party will assign this Agreement without the other party’s consent. Notwithstanding the foregoing, however, a party will have the right to assign this Agreement to an entity that purchases all or substantially all of its assets as a result of a merger, sale of equality interest or otherwise, provided that the entity agrees in writing to be bound by the terms of this Agreement, and provided that such assignment will not release the party from its obligations hereunder.

7. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information of the other party, and that in the event of a breach or threatened breach of the Agreement, the other party will be entitled without waiving any other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

8. Upon termination of this agreement, all documents or other materials containing Confidential Information will be promptly returned or destroyed upon the Disclosing Party’s request. The restrictions imposed by this Agreement will last for a period of two (2) years following termination of this Agreement.

9. This Agreement will be governed by the laws of the United States of America without application of conflict of laws principles. This agreement is the complete and exclusive agreement regarding disclosure of the Confidential Information.

E-mail: info@maxamusic.com