1. For the purposes of this Agreement, "Information" means all confidential proprietary information disclosed to or made available by or on behalf of either Party to the other in connection with the Discussions, whether oral or written, including without limitation, inventions, trade secrets, know-how, methods, techniques, engineering concepts, product specifications, compilation of information, software, written descriptions, drawings, samples, demonstrations, code lists, research and development efforts, computer media of all kinds, and technical, financial, marketing, sales, or development information. 2. Each Party shall use the other Party’s Information only for the purposes of the Discussions contemplated. A Party shall not disclose, or allow disclosure of, such Information to any third party without the prior written approval of the other Party. Nothing in this Agreement shall restrict the engagement of any other delivery partners by a Party. 3. Each Party shall protect the confidentiality of such Information with the same degree of care it uses to protect its own Information of a similar nature, which measures will, at a minimum, be in accordance with generally accepted business standards for protecting confidential and proprietary business Information and in no event, less than reasonable care. 4. Each Party shall limit the distribution and disclosure of such Information to only the minimum number of its employees, representatives or associates (including employees, representatives or associates of its affiliated companies) who have a need to know such Information for the purposes of the Discussions. The Party disclosing such Information to such employees, representatives or associates shall (i) ensure that such persons or entities, personally and severally, adhere to and comply with all the terms and obligations of confidentiality, use and protection of the Information as accepted by the Parties under this Agreement, and (ii) be liable if such persons or entities, personally and severally, do not adhere to such confidentiality requirements. 5. The disclosing Party shall use all reasonable efforts to (i) identify the confidential nature of the Information by proprietary and/or confidential notices and legends, and (ii) identify the confidential nature of oral information at the time of disclosure and reduce such orally disclosed Information to writing within thirty (30) days of such oral disclosure. Notwithstanding the foregoing, the failure to mark Information as confidential or proprietary, or to record oral disclosures of Information in writing, shall not waive the non-disclosure requirements contained in this Agreement. 6. Either Party may copy Information provided by or on behalf of the other Party only for the purposes set forth herein. All copies shall always clearly contain the same proprietary and confidential notices and legends which appear on the original Information. Any such copies shall remain the property of the disclosing Party. 7. Within thirty (30) days of receipt by the receiving Party of a written request from the disclosing Party, the Information together with all copies including any copies, summaries, analyses and extracts thereof shall be returned to the disclosing Party or destroyed at the disclosing Party’s election and the receiving Party shall provide clear evidence of such destruction to the disclosing Party. 8. Notwithstanding the termination or expiration of this Agreement, the obligations governing confidentiality, venue and governing law provisions contained herein shall remain in full force and effect for seven (7) years from the date of disclosure of the applicable Information. 9. The obligation of confidentiality shall not apply to the extent that the Information (i) was previously known to the receiving Party free of any obligation to keep it confidential or, (ii) is or becomes generally known to the public, provided that such public knowledge is not the result of any wrongful acts attributable to the receiving Party, or (iii) which the disclosing Party explicitly agrees, in writing, need not be kept confidential, or (iv) is independently developed by the receiving Party without reliance on or use of the disclosing Party’s Information, or (v) is rightfully received by the receiving Party from a third party on a non-confidential basis. In addition, the receiving Party may disclose Information as required to comply with requirements or orders of judicial or governmental entities that have jurisdiction over it, provided that the receiving Party (a) takes reasonable steps to give the disclosing Party sufficient notice in order to contest such requirements or orders, (b) discloses on such Information as is required by the governmental entity and (c) uses commercially reasonable efforts to obtain confidential treatment for any Information so disclosed. 10. Nothing contained herein shall be construed as conferring to either Party, by implication, estoppel or otherwise, any license or right in respect of any trademark or any copyright or any Information or any invention or any patent pending or any later issued patent. No other rights or obligations other than those expressly recited herein are to be implied from this Agreement. 11. This Agreement shall become effective on the Effective Date stated above and shall remain in effect for a period of three (3) years unless sooner terminated or extended in writing by the Parties. 12. Process may be served on either Party by any globally recognized overnight mail service, and addressed as indicated on the first page of this Agreement. 13. This agreement shall be governed by English law and the Parties hereby submit to the jurisdiction of the English Courts. 14. The Parties agree that the Information furnished hereunder is of a unique nature and of extraordinary value and of such character that any unauthorized use or disclosure thereof by the receiving Party will cause irreparable injury to the disclosing Party for which the disclosing Party will have no adequate remedy at law. Accordingly, in such event, the disclosing Party shall have the right, in addition to all other remedies at law or in equity, to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction and to obtain a temporary or permanent injunction or order prohibiting the receiving Party, its agents, officers, directors, and employees, as the case may be, from such unauthorized use or disclosure of any disclosing Party Information provided pursuant to this Agreement. In any proceeding by the disclosing Party to obtain injunctive relief, the receiving Party or any other defendant’s ability to answer in damages shall not be a bar or be interposed as a defence to the granting of injunctive relief and the disclosing Party shall not be required to post a bond or other undertaking in such a proceeding. 15. Nothing in this agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other. For the purposes of this Agreement, “Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).Thought Machine and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Thought Machine's brands, trade marks and logos and the products and documentation. The Counterparty may not use any of Thought Machine's Intellectual Property Rights without Thought Machine's prior written consent and subject to the terms of a separate licence agreement.