Confidentiality and Non-Compete Agreement

1.  

As used in this Agreement, the term “Confidential Information” means any technical or business information furnished by the Company to Marshall in connection with Marshall’s services as a member of the Board, regardless of whether such information is in written, oral, electronic, or other tangible form. Such Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, methodologies, applications, software, business or financial information, research and development activities, product and marketing plans, and customer and supplier information.

2.  

Marshall shall maintain the Company’s Confidential Information in confidence and not disclose such Confidential Information to any third party without the prior written consent of the Company. Information is not considered confidential or subject to these obligations if it:

a.  

Was independently developed or discovered by Marshall prior to the time of its disclosure under this Agreement;

b.  

Was available to the public prior to the date of disclosure to Marshall by the Company;

c.  

Becomes part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Marshall; or

d.  

Is or was disclosed to Marshall at any time, whether prior to or after the time of its disclosure under this Agreement by a third party who, to the knowledge of Marshall, is under no obligation to Marshall to maintain such information in confidence.

3.  

Marshall shall not use the Company’s Confidential Information for any purpose other than to evaluate the potential business relationship between the parties and to conduct any ensuing business arrangement.

4.  

Neither this Agreement nor the disclosure of Confidential Informat