Each party shall make available to the other party for use on its Site its knowledge base of material including charts, forms, outlines and other material as may be useful to enhance the other party’s offerings with respect to such party’s lines of business. Distributor and Company shall work together on establishing mutual standards for ensuring that the information contained on each other’s Site is maintained and updated and is current and accurate.

The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders, (c) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party. [OPTION 2] Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders, (c) ”or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time.

This Agreement may be in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.

Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the [NAME OF] Agreement.

Each party acknowledges that confidential information (including trade secrets and confidential technical, financial and business information) (collectively, “Confidential Information”) may be exchanged between the parties pursuant to this Agreement. Each party shall use no less than the same means it uses to protect its similar confidential and proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information of the other party. Each party agrees that it will not disclose or use the Confidential Information of the other party except for the purposes of this Agreement and as authorized herein. Customer will promptly report to Company any unauthorized use or disclosure of Company’s Confidential Information that Customer becomes aware of and provide (at the expense of Company or its licensors) reasonable assistance to Company (or its licensors) in the investigation and prosecution of any such unauthorized use or disclosure.Notwithstanding Section ___ the recipient of Confidential Information (“Recipient”) may use or disclose the Confidential Information to the extent that such Confidential Information is: (i) already known by Recipient without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of Recipient, (iii) rightfully received from a third party without any obligation of confidentiality, (iv) independently developed by Recipient without use of the Confidential Information of the other party (“Disclosing Party”), (v) approved by the Disclosing Party for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law so long as Recipient provides the other party with notice of such requirement prior to any such disclosure and takes all reasonable steps available to maintain the information in confidence.Each party hereby agrees that the other party would suffer irreparable harm from a breach by any of the covenants or agreements contained in this Section. In the event of an alleged or threatened breach by either party of any of the provisions of this Section, the other party, or its successors or assigns, may, in addition to all other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof. Each party agrees that the restrictions of this Section are reasonable for the purposes of protecting the legitimate interests of the other party.CONFIDENTIALITY [OPTION 2]Protection of Confidential Information. Each party shall protect the other’s Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information but in any event not less than a reasonable degree of care. Neither party shall disclose to third parties the other's Confidential Information without the prior written consent of the other party. Neither party shall use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each employee or agent of Reseller, performing duties hereunder, shall be made aware of this Agreement and shall execute a document that binds said employee or agent of Reseller to the same level of confidentiality contained herein.Permitted Disclosure. Notwithstanding any provision in this Agreement to the contrary, each party may disclose portions of the other’s Confidential Information (a) to its lawyers and accountants who have a need to know such information and (b) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that the owner of the Confidential Information shall be given reasonable advance notice of such impending disclosure.Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or upon request of a party, each party shall return to the other party, or shall destroy, as the other party shall specify, all copies of all the Confidential Information in such party’s possession. Within five (5) days thereafter, such party shall provide the other party with a certificate, executed by such party or by an officer of such party, confirming that all copies of all such Confidential Information have been returned to the other party or destroyed, as the case may be. [OPTION 3]No Confidential Information. It is understood and agreed that Client does not wish to receive from Company any Confidential Information of Company or of any third party related thereto. Company represents and warrants that any information provided to Client in the course of entering into this Agreement or performing any work hereunder shall not be considered Confidential Information or proprietary to Company. CONFIDENTIAL INFORMATION (DEFINED)“Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party; provided that the following shall be deemed to be Confidential Information even if not so marked or identified: the terms and conditions of this Agreement (including pricing and other terms reflected in all schedules hereto), Velawcity IP Rights, NRAI IP Rights, the Disclosing Party’s business and marketing plans, technology and technical information, product designs, and business processes, any information or materials with the name, sign, trade name or trademark of the Disclosing Party and any information that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. “Confidential Information” does not include any item of information which (a) is or becomes available in the public domain without the fault of the Receiving Party; (b) is disclosed or made available to the Receiving Party by a third party without restriction and without breach of any relationship of confidentiality; (c) is independently developed by the Receiving Party without access to the disclosing party’s Confidential Information; or (d) is known to the recipient at the time of disclosure.