Non-Disclosure Agreement (NDA)

A. OOLA and Interested Party wish to conduct various inquiries and investigations of certain aspects of each party’s business, with the possible result of a business relationship between them (the “Purpose”).

B. As part of these inquiries and investigations by and between the parties, it may be necessary for OOLA and Interested Party to exchange confidential and proprietary information.

C. OOLA and Interested Party desire to establish the terms under which they will disclose certain confidential and proprietary information to each other.

1. Definitions. As used in this Agreement the following terms or phrases have the following meanings:

“Disclosing Party” means OOLA or Interested Party, as applicable, when either of them is disclosing information to the other.

“Receiving Party” means OOLA or Interested Party, as applicable, when either of them is receiving information from the other.

“Representatives” the respective directors, governors, officers, managers, employees, representatives, affiliates, advisors and agents of OOLA or Interested Party.

“Confidential Information” means any oral, written or electronic information relating to the Purpose which is made available to Receiving Party or its Representatives by the Disclosing Party or its Representatives after the date of this Agreement, regardless of the manner in which such information is furnished. Confidential Information also includes the following: (i) all compilations, evaluations, analyses and information prepared by the Receiving Party or its Representatives; (ii) any knowledge or information comprising or relating to any services, potential services, products, potential products, prices, marketing, sales, personnel, customers, brokers or suppliers of Disclosing Party; (iii) any papers, data, records, invoices, lists of actual or potential customers, distributors or independent contractors of Disclosing Party; (iv) any knowledge or information comprising or relating to any methods, trade secrets, know-how, techniques, drawings, designs, processes, procedures, demographic and trade area information, statistics, market plans, technical or non-technical data, algorithms, formulae, patterns, compilations, computer programs, devices, improvements, models, manuals, systems, samples or equipment of Disclosing Party; (v) the terms of this Agreement and other confidential business information, documents, manuals and data, whether written, machine-reproducible, visual or oral, relating to any products developed, manufactured, marketed or distributed by Disclosing Party; (vi) the affairs of Disclosing Party which are not generally known to the public through legitimate origins; and (vii) any information marked “Confidential”, “Proprietary” or words of like import, unless it falls within the following exceptions. The term “Confidential Information” does not include, however, any information that (a) at or after the time of disclosure by the Disclosing Party, is generally available to and known by the public (other than as a result of a disclosure made directly or indirectly by the Receiving Party or its Representatives), (b) was available to the Receiving Party or its Representatives on a non-confidential basis from a source other than the Disclosing Party or its Representatives (provided that such source is not or was not known to be bound by a confidentiality agreement with the Disclosing Party or had any other duty of confidentiality to the Disclosing Party), or (c) has been independently acquired or developed by Receiving Party without violating any of the Receiving Party’s obligations under Section 2 of this Agreement.

2. Protection and Dissemination of Confidential Information. Receiving Party agrees that it will not use the Confidential Information for any purpose other than the Purpose, will preserve and ensure the confidentiality of the Confidential Information and take proper and adequate precautions at all times and enforce such precautions to preserve the secrecy and confidentiality of the Confidential Information. Receiving Party further agrees to take all necessary action to prevent any prohibited persons from obtaining access to the Confidential Information by any means.

Receiving Party will limit its disclosure of the Confidential Information to those Representatives or agents of Receiving Party (including legal counsel) who are required to know such information in the performance of their duties, and will cause all such employees to comply with the terms and provisions of this section in the same manner as Receiving Party is bound, with the Receiving Party remaining liable for any breach of this Agreement by any of its Representatives.

3. Ownership of Confidential Information. All Confidential Information will remain the property of Disclosing Party.

4. Relationship of Parties. No right or license, express or implied, is granted to Receiving Party with respect to any Confidential Information. Nothing in this Agreement obligates OOLA or Interested Party to disclose any information to the other or creates any agency or partnership relation between them.

5. Compelled Disclosure. In the event the Receiving Party or its Representatives become legally compelled (by any legal or similar process) to disclose any of the Confidential Information, the Receiving Party will provide prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of Section 2 of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives in writing strict compliance with the provisions of this Agreement, the Receiving Party or the Representative compelled to disclose will (i) furnish only that portion of the Confidential Information that, in accordance of an opinion of counsel, is legally required to be furnished, and (ii) exercise reasonable efforts to obtain assurances that confidential treatment will be accorded the Confidential Information so furnished.

6. Return of Confidential Information. Immediately upon the request of the Disclosing Party, Receiving Party agrees to (a) immediately return all Confidential Information, including all copies of same, to Disclosing Party; (b) cause any memorandums, summaries, reports, documents or otherwise created by it that contain or are based in any way on the Confidential Information to be destroyed, or (c) if return is not possible due to the electronic nature of any Confidential Information, permanently delete, permanently secure access to or otherwise remove all electronically stored Confidential Information. .

7. Attorney Client Privilege/Work Product. To the extent (if any) that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under such privileges and this Agreement. Notwithstanding the foregoing, nothing in this Agreement obligates a Disclosing Party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

8. Governing Provisions. If any one of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions will not in any way be effected or impaired by such a finding.

Failure or omission by either party at any time to enforce or require strict or timely compliance with any provision of this Agreement will not affect or impair that provision in any way or the rights of such party to avail itself of the remedies it may have with respect to any breach of that provision. Any waiver or consent given by either party must be in writing will be effective only as to that instance and will not be construed as a bar to or a waiver of any right on any other occasion.

Receiving Party agrees that should it breach or threaten to breach any provision of this Agreement, Disclosing Party will suffer irreparable damages and its remedy at law will be inadequate. Upon any breach or threatened breach by Receiving Party, Disclosing Party will be entitled to injunctive relief in addition to any other remedy which it may have. The parties waive the requirement that any bond be required as a condition to obtaining such relief.

This Agreement contains the entire agreement of the parties regarding the Purpose and supersedes any and all prior agreements, written or oral, between OOLA and Interested Party relating to the Purpose and may not be amended unless agreed to in writing by both parties.

If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorney’s fees and all other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

This Agreement extends to and binds the respective agents, representatives, successors and assigns of the parties.