In connection with the Recipient’s consideration of a possible business opportunities (the “Business Opportunities”) with the Disclosing Party, Recipient has requested certain confidential, proprietary and other information concerning the Disclosing Party. Recipient agrees to treat any confidential or proprietary information concerning the Disclosing Party provided to it by the Disclosing Party or its Representatives (defined below), including any written information and information transmitted orally, visually, electronically or by any other means (whether or not marked or otherwise identified as confidential), whether furnished to the Recipient before or after the date hereof, together with any and all notes, analyses, compilations, data, studies, interpretations, translations, memoranda or other documents or tangible materials prepared by the Recipient or any of its directors, managers, employees, advisors, attorneys, accountants, consultants, subcontractors or other representatives (collectively, “Representatives”), which contain or otherwise reflect such information (collectively, “Confidential Material”), confidential in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, the term “Confidential Material” does not include information which (a) was already in the Recipient’s possession prior to the time of disclosure to the Recipient by the Disclosing Party or its Representatives, provided that such information was not furnished to the Recipient by a source known by it to be bound by a confidentiality agreement with the Disclosing Party, or otherwise prohibited from disclosing the information to the Recipient, (b) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives, (c) becomes available to the Recipient from a source other than the Disclosing Party or its Representatives, provided that such source is not known by the Recipient to be bound by a confidentiality agreement with the Disclosing Party, or otherwise prohibited from disclosing the information to the Recipient, or (d) was or is independently developed by the Recipient without violating its obligations hereunder.

The Confidential Material will be used solely for the purpose of evaluating the Business Opportunities between the Disclosing Party and the Recipient, and will be kept confidential by the Recipient and its Representatives, except to the extent that disclosure (a) has been consented to in writing by the Disclosing Party or (b) is made to Recipient’s Representatives who need to know such information for the purpose of evaluating, negotiating and, if applicable, consummating the possible Business Opportunities (it being understood that such Representatives shall be informed by the Recipient of the confidential nature of the Confidential Material and that the Recipient shall ensure that its Representatives agree to be bound by the terms of this Agreement applicable to such Representative).

In the event that the Recipient or any of its Representatives are requested or required by law, regulatory authority or other applicable judicial or governmental order to disclose any Confidential Material, the Recipient shall (a) provide the Disclosing Party with prompt notice (but in any event no later than five (5) business days after its becoming aware of the required disclosure) of such requirement in order to enable the Disclosing Party to seek an appropriate protective order or other remedy prior to such disclosure and (b) not disclose any Confidential Material until consulting with the Disclosing Party in order to enable the Disclosing Party and the Recipient, as appropriate, to take steps to resist or narrow the scope of such required disclosure. In the absence of a protective order, the Recipient shall not disclose any Confidential Material unless it has (a) received the advice of counsel that the failure to disclose will result in the Recipient being liable for contempt and (b) used the Recipient’s reasonable best efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Material required to be disclosed and in any event the Recipient shall only disclose that portion of the Confidential Material which, upon advice of counsel, the Recipient is legally required to disclose.

In addition, without the prior written consent of the Disclosing Party, the Recipient will not, and will direct its Representatives not to, disclose to any person (a) that the Confidential Material has been made available to the Recipient or its Representatives, (b) that discussions are taking place concerning the Business Opportunities, or (c) any terms or other facts with respect to the Business Opportunities, including the status thereof. Recipient hereby acknowledges and agrees that it and its Representatives shall not consult any third party regarding the possibility for collaboration in connection with the Business Opportunities without the prior written consent of the Disclosing Party.

All Confidential Material and any Derivatives (as defined below) thereof, whether the Derivative was created by the Disclosing Party or the Recipient, shall remain the property of the Disclosing Party and no disclosure made hereunder by either party shall be deemed, by implication or otherwise, to vest in the Recipient any license or other ownership rights to or under any Confidential Material or other proprietary rights of the Disclosing Party whatsoever. For purpose of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgement, revision, or other form in which any existing work may be recast, transformed, or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material that is or may be subject to protection as a trade secret, any new material derived from such material, including new material which may be protected by copyright, patent, or trade secret or other proprietary rights. The Disclosing Party retains the right, in its sole discretion, to determine whether to disclose proprietary or confidential information, and disclosure of certain information as Confidential Material shall not obligate the Disclosing Party to disclose any further proprietary or confidential information.

It is understood and agreed that money damages may not be a sufficient remedy for any breach of this agreement, and that the Disclosing Party and its Representatives is entitled to seek specific performance and injunctive or other equitable relief. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the Disclosing Party and its Representatives.

None of the Disclosing Party or its Representatives shall be deemed to have made any representations or warranties as to the accuracy or completeness of the Confidential Material and none of the Disclosing Party or its Representatives shall have any liability for any representations (expressed or implied) contained in, or for any omissions from, the Confidential Material or any other communications transmitted to the Recipient in the course of its evaluation of a possible Business Opportunities, except in the case of fraud or willful misconduct. Only those representations or warranties which are made by the Disclosing Party in a final definitive agreement regarding a Business Opportunities, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.

Nothing contained in this Agreement shall be construed as granting any license or other property right to any Confidential Material, or to any invention or any intellectual property right that exists or that may issue based on such Confidential Material. The Recipient shall not, and the Recipient shall direct that none of its Representatives, make, use or sell for any purpose (other than as relates to and is necessary for the evaluation of the Business Opportunities) any product, service or other item using, incorporating or derived from any Confidential Materials.

This Agreement binds the parties only with respect to the matters expressly set forth herein. As such, unless and until a subsequent definitive written agreement regarding a Business Opportunities between the Disclosing Party and the Recipient has been executed, (a) neither the Disclosing Party nor Recipient will be under any legal obligation of any kind whatsoever to negotiate or consummate a Business Opportunities and (b) Recipient shall have no claim whatsoever against the Disclosing Party or its Representatives arising out of or relating to any Business Opportunities or Confidential Material.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In any action based upon, arising from, or relating to this Agreement, (a) each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the State of Illinois; (b) each of the parties irrevocably waives the right to trial by jury; and (c) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address set forth on the signature page hereto or in the preamble, as applicable.

This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the parties hereto. If any term or provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. No failure or delay by the Disclosing Party or its Representatives in exercising any right hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or further exercise of any right hereunder. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation”.

This Agreement may be executed in several counterparts and all counterparts so executed shall constitute the agreement of the Parties notwithstanding that they are not signatory to the original or to the same counterpart. A counterpart may be delivered via telecopy and the telecopy received will be deemed to be an original.

The Recipient’s obligations under this agreement shall remain in effect for a period of eighteen

(18) months (the “Term”) year after the last disclosure of Confidential Material is made pursuant to this Agreement. The termination of this Agreement will not affect the Recipient’s obligation with respect to Confidential Material disclosed prior to the effective date of such termination.

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

IN WITNESS WHEREOF, the undersigned acknowledges and agrees to the terms and conditions of this Agreement as of the date set forth below.