Intellectual Property and Confidentiality

SECTION 5

Intellectual Property

5.1 Any ancillary intellectual property been belonging to Service Engineer, including, but not limited to, procedures, documents, calculations, designs, methodologies, provided or shown to the Client in any way, that was not created by Service Engineer pursuant to this Agreement, shall belong to the Service Engineer.

5.2 Any intellectual property provided by the Client to Service Engineer to assist in the provision of Services, that was not created by Service Engineer before this Agreement, shall belong to the Client.

5.3 Service Engineer may create certain intellectual property ("Created IP"), including, but not limited to, plans, drawings, specifications, reports, advice, analyses, methodologies, code or any other intellectual property as required to render the provision of Services to the Client. Unless the Parties otherwise agree, any such Created IP generated by Service Engineer in connection with the provision of Services to the Client shall belong to the Client.

Confidentiality

5.4 Each Party hereby acknowledges and agrees that they and the other party each possess certain non-public Confidential Information and may also possess Trade Secret Information (collectively the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses, and the Parties have entered into a business relationship, through which they may have access to the other party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.

5.5 Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to either of the Parties.

5.6 Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

5.7 Confidential Information shall not mean any information which:

• is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;

• is already known, through legal means, to the Receiving Party;

• is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

• is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or

• is developed independently by the Receiving Party, and the Receiving Party can show such independent development.

5.8 "Trade Secret Information" shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.

5.9 Both Parties hereby agree they shall:

• not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties' relationship with each other;

• not disclose the Confidential Information via any unauthorized means to any third parties for a period of 3 (three) years following the termination of this Agreement;

• not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time;

• not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.