1.Non-Disclosure: Each party agrees that it will not disclose the financial terms of this agreement to anyone other than company employees, board members or investors without the prior written consent of the other. Disclosure of the financial terms of this agreement to company employees, board members or others for whom written consent is provided is done so with the understanding that those parties must not further disclose this information.

2.Confidentiality.

(a) Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means, but is not limited to, any non-public information that a party reasonably considers to be of a confidential, proprietary or trade secret nature. Confidential Information shall also include any and all information provided by the receiving party on behalf of the disclosing party. Confidential Information shall not include information which: (i) as of the time of its disclosure or thereafter becomes part of the public domain through no fault of the receiving party; (ii) was rightfully known to or independently developed by the receiving party prior to the time of its disclosure; (iii) is subsequently learned from a third party not under confidentiality obligation to the disclosing party; (iv) was in the receiving party’s possession before receipt from the disclosing party; (v) is disclosed by the receiving party with the disclosing party’s prior written approval; and (vi) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, provided that the receiving party has provided prompt written notice and assistance to the disclosing party prior to such disclosure so that such party may seek a protective order or other appropriate remedy to protect against disclosure.

(b) Protection of Confidential Information. Both parties agree to protect Confidential Information and may only disclose such information to its employees having a need to know and who are otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement. Both parties shall use the same care to prevent disclosure of the other party’s Confidential Information as it uses with respect to its own Confidential Information. Further, both parties shall only use Confidential Information to the extent necessary to perform its obligations set forth in this Agreement. The receiving party will not reproduce the disclosing party’s Confidential Information in any form except as required to accomplish the intent of this Agreement.

d) Security Breach of Confidential Information. The parties shall notify the other party within 24 hours, and agree to cooperate fully, in the event of any unauthorized access, any loss, or unauthorized disclosure of any Confidential Information, including without limitation, customer or employee information under the control of either party. Except as may be required by law, the parties agree to take no action with respect to notification of such unauthorized access to Confidential Information without the other party’s express consent and according to specific instruction.

3. Use/Data Security. Customer will do nothing to alter the Services and will use the Services only as authorized in this Agreement. Customer waives all claims to any ownership right to all of the Services and intellectual property of Topdes1gn. Customer agrees not to dissemble, decompile, manipulate, or reverse engineer the Services. If Customer uses a third party to access the Services, Customer is responsible for the third party’s use of such Services. All other rights to the Services not expressly granted herein by Topdes1gn are reserved.

Publicity: All media releases, public announcements and public disclosures by Topdes1gn relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the Customer and approved by the Customer prior to release.