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Mutual Non-Disclosure Agreement

The undersigned parties, on behalf of themselves and their subsidiaries and affiliates, acknowledge that, by reason of their existing or future business relationship, each may have access to information and materials concerning the other's business, plans, products and technical data concerning the purpose of this Agreement which are confidential, proprietary and of substantial value that would be impaired if the information were disclosed to third parties or used inappropriately by the receiving party. Accordingly, for the protection of such confidential information, the parties agree as follows: 1. Confidential Information. For the purposes of this Agreement, “Confidential Information” means any technical, business, financial, contractual terms and conditions, or other information or data furnished by one party to the other relating to the existing or proposed business relationship (the “Purpose”): (a) in written or other tangible form whether or not marked with a proprietary legend, or (b) in oral or visual form, identified as being confidential at the time of disclosure. The disclosing party hereby warrants that it has the right to disclose such Confidential Information to the receiving party. 2. Period of Protection. The period of protection during which Confidential Information received pursuant to this Agreement shall be subject to an obligation of confidentiality and protection is the greater of two (2) years from the date the business relationship terminates or so long as such information remains Confidential Information as described herein. 3. Standard of Care. The standard of care which each party shall be required to employ in protecting and handling Confidential Information received pursuant to this Agreement is the same degree of care which the recipient party employs to protect and safeguard its own Confidential Information, but not less than a reasonable degree of care. 4. Restrictions on Use. Confidential Information shall be used solely by the receiving party for internal evaluation and use pertaining to the Purpose and shall not otherwise be used for the benefit of the recipient or third parties. Confidential Information shall be disclosed only to the employees of the recipient who have a “need to know” and the receiving party shall be responsible for disclosures by such employees, whether or not the individual continues to be an employee for the receiving party. 5. Information Not Subject to Confidentiality. The Confidential Information of a party shall not include and the obligations hereunder shall not apply to information or data which: (a) Was generally available to the public at the time of receipt from the disclosing party, or thereafter to have become generally available to the public through no fault of the receiving party; (b) Is known to the recipient party on a non-confidential basis prior to its receipt from the disclosing party; (c) Was disclosed with the prior written consent of the disclosing party; (d) Becomes known to the recipient party from a source other than the disclosing party without breach of this Agreement by the recipient party; or (e) Was required to be disclosed pursuant to law. 6. No License. The disclosure of Confidential Information shall not be construed as granting either a license under any patent, patent application or any other right of ownership in said Confidential Information. 7. Equitable Relief; Governing Law. The receiving party acknowledges and agrees that in the event of a breach or threatened breach of any provision of this Agreement, the disclosing party shall have no adequate remedy at law and shall therefore be entitled to enforce any such provision by temporary or permanent injunctive or mandatory relief obtained in any court without the necessity of proving damages, posting any bond or other security, and without prejudice or diminution of any other rights or remedies which may be available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover attorneys fees and costs. This Agreement shall be construed in accordance with the laws of the State of Hawaii excluding its conflict of law provisions. 8. Termination. This Agreement may be terminated by either party upon written termination notice to the other party. Upon expiration or termination of this Agreement, each party shall cease all use of the other party's Confidential Information and return to the other party or destroy all tangible copies of the other party's Confidential Information, including information stored on computer devices.

Executed on [date] at Honolulu, Hawaii.*

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Mutual Non Disclosure Agreement

Mutual Non-Disclosure Agreement

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