PASRESEARCH | NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (the "Agreement”) is entered into on this ______day of ______________ by and between
_________________________________, located at _________________________ ( the” Disclosing Party”), and
___________________________ with and address at _________________________________ (the “Recipient” or the
“Receiving Party”).

The Recipient hereto desires to participate in discussions regarding ______________________________________(the

1. Definition of Confidential Information

(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to
the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and
however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or
projections, operations, sales estimates, business plans and performance results relating to the past, present or
future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or
services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process,
procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-
progress, designs, development tools, specifications, computer software, source code, object code, flow charts,
databases, inventions, information and trade secrets; and (v) any other information that should reasonably be
recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique,
patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The
Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been
developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its
Confidential Information as trade secrets.

(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information
which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing
Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent
inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or
becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement;
(d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to
be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any
disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of
the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential
Information.

2. Disclosure of Confidential Information

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The
Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents
or representatives (collectively “Representatives”) who have a need to know such Confidential Information in
connection with the current or contemplated business relationship between the parties to which this Agreement
relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential
Information and of the obligations set forth in this Agreement and require such Representatives to keep the
Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a
reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential
information; and (d) not disclose any Confidential Information received by it to any third parties (except as
otherwise provided for herein).

Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
3. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely in connection with the current or
contemplated business relationship between the parties and not for any purpose other than as authorized by this
Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right
or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party
hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential
Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and
improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained
herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential
business relationship are governed by Federal Rule of Evidence 408.

4. Compelled Disclosure of Confidential Information

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential
Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request,
regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable,
the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may
seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the
confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to
the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with
such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice
of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the
extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief.
Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and
the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such
Confidential Information may be made without liability.

5. Term

This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still
discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the
parties’ duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect
indefinitely.

6. Remedies

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable
character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the
value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination
of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the
Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in
violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder,
whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable
attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement,
the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.

7. Return of Confidential Information

Receiving Party shall immediately return and redeliver to the other all tangible material embodying the
Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records,
excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all
copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of
image, data or word processing files either manually or by image capture) based on or including any Confidential
Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the
dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time
as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its
documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving
Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s
option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably
nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an
authorized officer of the Receiving Party supervising the destruction).

8. Notice of Breach

Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or
disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this
Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to
help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.

9. No Binding Agreement for Transaction

The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a
Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further
acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all
proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This
Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the
non-disclosure provisions of any applicable transaction documents entered into between the parties (or their
respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not
provided for in said transaction documents, this Agreement shall control.

10. Warranty

Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE
MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although
they shall each endeavor to include in the Confidential Information all information that they each believe relevant
for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to
the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing
Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information
it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s
Representatives resulting from any use of the Confidential Information except with respect to disclosure of such
Confidential Information in violation of this Agreement.

11. Miscellaneous

a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or
contemporaneous understandings and agreements, whether oral or written, between the parties, with respect
to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the
party against whom enforcement of such modification is sought.

b) The validity, construction and performance of this Agreement shall be governed and construed in accordance
with the laws of _____________________ (state) applicable to contracts made and to be wholly performed
within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts
located in _______________ (state) shall exclusive jurisdiction over any disputes arising under the terms of
this Agreement.

c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement
will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this
Agreement.

d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the
purpose of protecting the Confidential Information, if any such restriction is found by a court of competent
jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of
its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be
 enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as
if such provision was not included.

e) Any notices or communications required or permitted to be given hereunder may be delivered by hand,
deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return
receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or
such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or
communications shall be deemed to have been given and received (a) in the case of personal delivery or
electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight
carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business
day following such mailing.

f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by
operation of law or otherwise without the prior written consent of the other party, which consent will not be
unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the
parties to this Agreement and their respective successors, assigns and designees.

g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either
party from: (i) developing, making or marketing products or services that are or may be competitive with the
products or services of the other; or (ii) providing products or services to others who compete with the other.

h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the
interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Disclosing Party Receiving Party

By: _______________________________________ By: _______________________________________

Name: ____________________________________ Name: ____________________________________

Title: ______________________________________ Title: ______________________________________