The undersigned (“Potential Investor”) wishes to receive certain information that Cmax System, Inc., a US-based company (“Company”), wishes to disclose to assist the Potential Investor in determining whether to invest in Company. Such information, consisting of, but not limited to, business plans and strategies, financial information, research and development materials, marketing plans, prototypes, client lists and trade secrets, which the Company considers to be sensitive, confidential and proprietary information (“Confidential Information”).
In consideration of my access to such Confidential Information, I agree:
(a) To hold all of the Confidential Information of Company in strict confidence and not disclose the Confidential Information to a third party (except disclosure is permitted upon notice to the Company to a professional advisor to assist me in my evaluation of the potential investment);
(b) Not to make use of any Confidential Information of Company in any manner other than for purposes of evaluating a potential investment in Company, including, but not limited to, not using any Confidential Information to design, develop or produce a product or service;
(c) Not to copy (either physical or electronically) the Confidential Information of Company (except for purposes of consulting with a professional advisor).
My obligation under this Agreement shall terminate two (2) years from the date of my execution of this Agreement, as indicated below. This Agreement shall be governed and interpreted by the laws of the District of Columbia, without reference to its choice-of- law provisions.