Complimentary consultations are provided AS-IS. In connection with planned discussions and exchange of confidential information, all parties do hereby agree as follows: 

1. “Confidential Information” shall include all information, data, and knowhow disclosed by Annapolis or Company to the other hereunder, whether orally or embodied in materials. Any proprietary or confidential disclosure that is made orally shall be identified as confidential at the time of disclosure, and promptly confirmed in writing within thirty (30) days and marked “Confidential” or some other similar writing. Information embodied in materials must be clearly marked at the time of disclosure with “Confidential” or some other similar writing. 

2.  Such Confidential Information will not be disclosed to third parties by the receiving party (except as required by law) and the receiving party will take measures to assure the physical security and safekeeping of such Confidential Information. 

3.  The receiving party will restrict access to the Confidential Information only to employees and parties of the receiving party who have a need to know the information. 

4.  The receiving party will use such Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. 

5.  Receiving party shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31 C.F.R. 500-598 (collectively, “Trade Control Laws”). Without limiting the foregoing, receiving party shall not transfer any export controlled item, technical data, technology, or service, including transfers to foreign persons employed by or associated with, or under contract to receiving party or receiving party’s lower tier suppliers, unless authorized in advance by an export license (such as Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, “Export Authorization”), as required.  Disclosing Party will advise Receiving Party if they anticipate the transfer of ITAR-controlled information. 

6.  Confidential Information disclosed hereunder shall remain the property of the disclosing party. No license under any patent, copyright, trademark, agreement or trade secret is granted or implied by such disclosure. 

7.  The obligations of the Parties with respect to the information exchanged under this Agreement shall continue indefinitely until it can be shown to fall into a category of exception under Section 8 of this Agreement. 

8.  This Agreement shall not apply to such Confidential Information to the extent that such information: a.  is or becomes published or is otherwise generally available to the public; b.  is already known to the receiving party at or before the receipt of the disclosure; c.  becomes available to the receiving party from an independent source without breach of this Agreement or violation of law; and/or d.  is independently developed by the receiving party without benefit of this disclosure. 

9.  This Agreement shall be governed by the laws of the State of Maryland. This Agreement constitutes the entire agreement between the parties and supersedes all previous communications, representations, understandings. or agreements, either oral or written. 

10.  Neither party shall be responsible for any inadvertent disclosure of Confidential Information where the inadvertent disclosure occurred while a reasonable degree of care in protecting the Confidential Information was being exercised. IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY  OR  OTHERWISE  FOR  ANY  SPECIAL,  INDIRECT,  PUNITIVE  OR  CONSEQUENTIAL  DAMAGES  WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT, COST OF CAPITAL, COST OF TEMPORARY EQUIPMENT, OVERTIME, BUSINESS INTERRUPTION, SPOILAGE OF GOODS, CLAIMS OF CUSTOMERS OR OTHER ECONOMIC HARM, HOWEVER CAUSED AND UNDERWHATEVER THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EACH PARTY SHALL BEAR ALL LIABILITY AND RESPONSIBILITY FOR THE ACTS, ERRORS OR OMISSIONS OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SUBCONTRACTORS, ASSIGNS, SUCCESSORS, REPRESENTATIVES OR AGENTS COMMITTED WITHIN THE SCOPE OF THEIR EMPLOYMENT OR FIDUCIARY DUTY.  NO PARTY HERETO SHALL BE LIABLE FOR THE ACTS, ERRORS OR OMISSIONS OF THE OTHER PARTY’S OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SUBCONTRACTORS, ASSIGNS, SUCCESSORS, REPRESENTATIVES OR AGENTS  WHETHER OR NOT CARRIED OUT WITHIN THE SCOPE OF THEIR EMPLOYMENT OR FIDUCIARY DUTY. The prevailing party in any dispute under this Agreement shall be entitled to its reasonable attorney’s fees and costs, as established by a court of competent jurisdiction. 

11.  Should any provisions of this Agreement and/or its conditions be illegal or not enforceable, it, or they, shall be considered severable, and the Agreement and its conditions shall remain in force and be binding upon the parties as though said provisions had never been included.