Non-Disclosure Agreement - Lockheed Martin

MUTUAL PROPRIETARY NON-DISCLOSURE AGREEMENTThis agreement (hereinafter “Agreement”) is made and entered into effective as of the date of lastsignature, between Lockheed Martin Procerus Technologies L.C., a wholly owned subsidiary of the LockheedMartin Corporation (“LM Procerus”) having offices at 500 South Geneva Rd., Vineyard, UT 84058, and [companyname], a [type of entity] company ("Promisor") with offices at [company address], agree to the following terms andconditions for the protection, use and disclosure of Confidential and Proprietary Information.1. Purpose. LM Procerus owns and develops various technologies, including Kestrel Autopilot, VirtualCockpit, and OnPoint Technologies and other products it may develop and/or market from time to time. LMProcerus and Promisor wish to disclose certain information for the purpose of discussing and evaluating potentialbusiness possibilities of mutual interest relating to the LM Procerus technologies and products (the “Purpose”). Inconnection with this, each party may disclose to the other party technical and business information which theDisclosing Party considers to be proprietary and confidential. In order to facilitate an open exchange of information,the parties desire to provide a means for determining which information is Confidential and Proprietary and entitledto protection against unauthorized use or disclosure, and to define the respective rights and duties of the parties withrespect to such Confidential and Proprietary information. This disclosure is not an offer for sale. This Agreement inno way obligates either party to disclose any information to the other, and such disclosures shall be at the solediscretion of the Disclosing Party. Nothing herein shall obligate either party to proceed with any transactionbetween them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated bythis Agreement concerning the business opportunity.2. Definitions:Confidential and Proprietary Information. "Confidential and Proprietary Information" (or “Information”) meansany and all information, materials, technical data, or know-how, related to business, its plans or strategies, potentialbusiness and methods of operation, of LM Procerus or Promisor and their products, services, discoveries, inventions,ideas, techniques, know-how, products and technologies whether or not patentable, designs, drawings,specifications, techniques, formulations, standards, equipment, or finances of the Disclosing Party, disclosed to theReceiving Party during the term of this Agreement and/or in the course of the business relationship, discussions andnegotiations contemplated hereby. Confidential and Proprietary Information given in written form shall bedesignated in writing by a conspicious marking or legend to be Information, and Confidential and ProprietaryInformation given orally or by inspection of products or samples, or otherwise, shall be identified as Information atthe time of disclosure and confirmed in writing within fifteen (15) days after such disclosure as being Confidentialand Proprietary Information. Such written documentation will identify the Confidential and Proprietary Informationand reference the place and date of such oral disclosure or inspection, and the names of the employees or officers ofthe party to which such disclosure was made. Notwithstanding the foregoing, Confidential and ProprietaryInformation shall not include information, materials, data or know-how which (i) is in the possession of theReceiving Party at the time of disclosure as shown by the Receiving Party's files and records immediately prior tothe time of disclosure; (ii) prior or after the time of disclosure becomes public knowledge or part of public literature,not as a result of any inaction or action of the Receiving Party; (iii) is disclosed to the Receiving Party by anotherthird party having the right to disclose such information without any violation of any rights or, or obligations to, theDisclosing Party; or (iv) is approved for release by written authorization of the Disclosing Party; or (v) isindependently developed by the Receiving Party without access to the Disclosing Party’s Information.Disclosing Party: The Party(s) disclosing Confidential or Proprietary Information.Receiving Party: The Party(s) receiving Confidential or Proprietary Information.LM Procerus Technologies LC Page 1 of 4 Updated: 07/09/12

3. Disclosure/Receipt Responsibility. Each Party agrees to designate in writing a specific individual asthe point of contact for disclosing and/or receiving written Confidential and Proprietary Information transmittedbetween the Parties. The point of contact for each Party is as follows:From LM Procerus Technologies LC: Todd Titensor, (801) 224-5713For [company]:4. Non-Disclosure of Confidential and Proprietary Information. Each of LM Procerus and Promisoragrees not to use the Confidential and Proprietary Information of the other party for its own use, the use of others, orfor any purpose except in furtherance of the Purpose stated above. Neither party will disclose the Confidential andProprietary Information of the other to any third parties or to its employees or employees of its parent company,except to those employees who have a ‘need to know” the Confidential and Proprietary Information to pursue thebusiness relationship between the parties and related discussions and negotiations. The Receiving Party may alsodisclose Confidential or Proprietary Information to its work force extension personnel, who perform administrativeor technical assistance to the Receiving Party and legal counsel necessary in furtherance of the purpose of thisAgreement. Promisor agrees that LM Procerus may re-disclose Promisor’s Confidential and Proprietary Informationto the United States Government and its support contractors in furtherance of the Purpose of this Agreement. Withthe exception of the United States Government, each party shall require all persons to whom Confidential andProprietary Information of the other party is disclosed , be it associates or affiliates or work force extension suppliersto sign a non-disclosure agreement in content substantially similar to and under terms no less restrictive than theterms of this Agreement. Each party agrees that it will take all reasonable steps to protect the confidentiality of, andto avoid unauthorized disclosure or use of the Confidential and Proprietary Information of the other to prevent itfrom falling into the public domain or the possession of unauthorized persons. Without limiting the generality of theforgoing, each party agrees to take the same steps and use the same methods to prevent the unauthorized use ordisclosure of the Confidential and Proprietary Information received from the other party as it takes to protect its ownConfidential and Proprietary Information. Each party agrees to notify the other in writing of any misappropriationor misuse by any person of such Confidential and Proprietary Information of the other which may come to itsattention. Neither party shall include references to the other party or their disclosures in advertisements, pressreleases, or other disclosures without express written consent of the other party.5. Exceptions to Liability for Disclosure. A Receiving Party shall not be liable to a Disclosing Partyclaiming a proprietary interest for disclosure of Confidential and Proprietary Information if the same is disclosed asrequired by judicial or governmental requirement or order or is otherwise required by law, provided the Partyclaiming the proprietary interest (i) promptly notifies the other Party of such requirement or action, (ii) takesreasonable steps as requested by the other Party, at the other Disclosing Party’s expense, to contest such requirementor order or otherwise protect the other Party’s rights prior to the disclosure of the Confidential and ProprietaryInformation, and (iii) limits the scope of the disclosure of Confidential and Proprietary Information to the greatestextent permitted.6. Return of Material. Any materials or documents which are furnished by one party and in thepossession of the other will promptly be returned, accompanied by all copies and reproductions, regardless ofstorage or print media, of such documentation, at the earlier of the Disclosing Party's request for return of thematerials or the termination of the relationship between the parties. However, for the avoidance of doubt, anyConfidential and Proprietary Information that is stored on routine back-up media solely for the purpose of disasterrecovery will be subject to destruction in due course, provided that, employees are precluded from accessing suchConfidential and Proprietary Information in the ordinary course of business prior to destruction. Notwithstandingthe foregoing, latent data such as deleted files, and other non-logical data types, such as memory dumps, swap files,temporary files, printer spool files, and metadata that can only be retrieved by computer forensics experts and isgenerally considered inaccessible without the use of specialized tools and techniques will not be within therequirements for return or destruction of Confidential and Proprietary Information as set forth by this provision.7. License, Patent or Copyright Infringement. Neither the execution of this Agreement nor thefurnishing of any information hereunder shall be construed as granting, either expressly or by implication, orotherwise, any license under any invention or patent or other intellectual property. No warranty, either expressed orimplied, is provided as to the accuracy or suitability of the Confidential or Proprietary Information provided. Eachparty warrants to the other that the Disclosing Party has the right to disclose the Confidential or ProprietaryLM Procerus Technologies LC Page 2 of 4 Updated: 07/09/12

Information to the Receiving Party, and therefore has granted the Receiving Party lawful access to and use of theConfidential or Proprietary Information for the Purpose stated above.8. Relationship of Parties. Nothing in this Agreement shall grant to a party the right to makecommitments of any kind for, or on behalf of, another party. This Agreement is not intended to be, nor shall it beconstrued as, a joint venture, teaming relationship, partnership, or other formal business arrangement, and no partyshall have the right or obligation to share any of the profits or bear any of the losses of another party under anycontract or subcontract performed in conjunction herewith. This Agreement shall not be construed in any manner tobe an obligation to enter into a subcontract or contract or to result in any claim whatsoever by one party againstanother for reimbursement of cost for any effort expended.9. Term. The term of this Agreement shall begin at the effective date and shall expire three (3) yearsthereafter.The obligation for protecting Confidential or Proprietary Information will extend for three (3) years fromthe expiration date of this Agreement. Either party may, upon giving thirty (30) days written notice, terminate thisAgreement with or without cause.10. Export. The disclosure of Proprietary or Confidential Information may involve the use of or access toarticles, technical data or software that is subject to export controls under 22 United States Code 2751-2796 (ArmsExport Control Act) and 22 Code of Federal Regulations 120-130 (International Traffic in Arms Regulations) or 50United States Code 2401-2420 (Export Administration Act) and 15 code of Federal Regulations 768-799 (ExportAdministration Regulations) and their successor and supplemental laws and regulations (collectively hereinafterreferred to as “US Export Laws and Regulations”).Notwithstanding anything to the contrary contained herein, the Parties and its employees represent and warrant thatthey are a U. S. person and incorporated to do business in the U. S. in accordance with 22 CFR 120.15, and anyexport controlled technical data, software, access to defense or controlled articles or defense services provided to ithereunder by the Disclosing Party shall not be exported or disclosed to any foreign person or party, as defined by 22CFR 120.16, employed by or associated with the Receiving Party until such time as the appropriate U. S. exportauthorization pursuant to the US Export Laws and Regulations is obtained.If the Promisor is not a U. S. person as defined in 22 CFR 120.15, no export controlled technical data, software,access to defense or controlled articles or defense services provided will be disclosed, transferred, re-exported or retransferreduntil such time as LM Procerus obtains U. S. export authorization pursuant to the US Export Laws andRegulations.Promisor shall immediately notify LM Procerus if it is, or becomes, listed in any Denied Parties List or if exportprivileges are otherwise denied, suspended or revoked in whole or in part by any U. S. Government entity or agency.Prompt notification shall be made in the event of changed circumstances including, name and/or ownership change,a violation or potential violation of US Export Laws and Regulations, the initiation or existence of a U. S.Government investigation, or ineligibility of any kind that could affect Promisor performance under this Agreement.11. Injunction. Each party acknowledges and agrees that, due to the unique nature of the other party’sConfidential and Proprietary Information, remedies at law may be inadequate to protect the Disclosing Party againstan actual or threatened breach of this Agreement by the Receiving Party and that any such breach may result inirreparable harm to the Disclosing Party, and that, therefore, upon any such breach or any threat thereof, theDisclosing Party shall be entitled to seek appropriate equitable relief, including injunctive relief and specificperformance, in addition to any other rights and remedies the Disclosing Party might have at law and in equity. TheReceiving Party shall notify the Disclosing Party in writing promptly upon the occurrence of any unauthorizedrelease of Confidential and Proprietary Information, whether inadvertent or otherwise, and shall use reasonableefforts to prevent or limit any further dissemination of such Confidential and Proprietary Information.12. Entire Agreement; Amendment. This Agreement, which shall be interpreted and enforced inaccordance with the laws of the State of Utah, exluding its conflict of laws provisions, constitutes the entireAgreement between the parties with respect to the subject matter hereof, and it is expressly agreed that any and allprior understandings or agreements between the parties relating to the subject matter of this Agreement, whether oralor written, are automatically canceled by the execution of this Agreement. For the avoidance of doubt, the partiesunderstand and agree that the Mutual Proprietary Non-Disclosure Agreement dated The terms and conditions setforth herein may only be modified in a subsequent writing signed by the parties. If any portion of this Agreement isheld to be invalid, such decision shall not affect the validity of the remaining portions.LM Procerus Technologies LC Page 3 of 4 Updated: 07/09/12

13. Limitation of Liability. Any and all costs or expense incurred by a Party arising from its performanceof this Agreement shall be borne by the Party which incurred same, and no Party shall be liable or obligated toanother Party for said cost or expense. In the event any proceeding or lawsuit is brought by a Party against anotherParty for violation of obligations under this Agreement, the prevailing Party shall be entitled to recover its costs andreasonable attorneys’ fees from the other Party.14. Miscellaneous. This Agreement is binding upon and for the benefit of the undersigned parties, theirsuccessors and assigns. Except as provided in paragraph 4 above, access to Confidential and ProprietaryInformation may not be assigned without the prior written consent of the Disclosing Party. Failure to enforce anyprovisions of this Agreement shall not constitute a waiver of any term hereof.IN RECOGNITION OF THE ABOVE, the Parties have caused this Agreement to be executed on the dates setforth below.Lockheed Martin Procerus Technologies L.C.Company or individual name500 South Geneva Rd AddressVineyard, UT 84058City ______________, State ____, Zip ______801-224-5713 (main) Phone801-437-0182 (fax) FaxSigned:Signed:Name:Name:Title:Title:Date:Date:LM Procerus Technologies LC Page 4 of 4 Updated: 07/09/12