This Confidentiality Agreement (the Agreement) is entered into by and between AIMS LLC (the "Disclosing Party") and any party accessing the AIMS Website (the "Receiving Party"); the Disclosing Party and Receiving Party are sometimes collectively referred to herein as the "Parties" and individually as a "Party". The Parties acknowledge that, by use of the AIMS Website (the "Purpose"), the Disclosing Party may disclose or provide access to the Receiving Party to information and materials concerning its research, proprietary information, processes and technical data which are confidential and of substantial value to the Disclosing Party that would be impaired if the information were disclosed to third parties or used by the Receiving Party for any reason other than the Purpose. Therefore, to protect any confidential information that may be provided, the Parties agree as follows:

For the purposes of this Agreement, "Confidential Information" shall include all nonpublic information (e.g., self-assessment tool, evaluations, etc.) disclosed directly or indirectly by the Disclosing Party to the Receiving Party, whether written, oral, electronic, or otherwise, through any means of communication or observation. This Agreement shall not require the Disclosing Party to disclose any of its Confidential Information.

The Receiving Party shall maintain the Confidential Information in strict confidence and shall protect Confidential Information received pursuant to this Agreement by using the same standard of care which it uses to protect and safeguard its own Confidential Information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information.

The Receiving Party agrees to use the Confidential Information solely for the Purpose, and not for its own purpose or benefit or for the benefit of any third party. The Receiving Party shall only disclose Confidential Information to its employees who have a need to know such Confidential Information in order to fulfill the Purpose. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information. The Receiving Party is responsible for breaches of this Agreement by persons to whom it discloses Confidential Information received hereunder.

This Agreement shall not impose any obligation upon the Receiving Party with respect to information which the Receiving Party can establish by documentary or other competent evidence: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the possession of the Receiving Party prior to its receipt from the Disclosing Party; or (c) is disclosed with the prior written consent of the Disclosing Party.

In the event that Receiving Party is requested or required by legal action to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice of such request so that the Disclosing Party may seek a protective order or other appropriate relief. The Receiving Party shall fully assist the Disclosing Party in its efforts to resist, narrow, or eliminate the need for the requested disclosure. If disclosure is nonetheless required, the Receiving Party shall only furnish that portion of the Confidential Information which it is advised by its legal counsel must be provided.

The Receiving Party shall be obligated to protect the Confidential Information received pursuant to this Agreement until such time that the Confidential Information becomes publicly known and made generally available through no action or inaction of the Receiving Party. This Agreement will remain in effect until such time it is terminated by the Disclosing Party upon written notice. Upon termination of this Agreement, the Receiving Party shall immediately cease all use of the Disclosing Party's Confidential Information.

The Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of Confidential Information at any time upon request by the Disclosing Party or within ten (10) days following the termination of this Agreement. The Receiving Party shall provide a certification executed by an authorized representative that all such Confidential Information has been returned or destroyed.

NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY THE DISCLOSING PARTY UNDER THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ANY INFORMATION IS PROVIDED "AS IS." All Confidential Information will remain the exclusive property of the Disclosing Party. The Receiving Party acknowledges and agrees that no right or license is granted to the Receiving Party in relation to any part of the Disclosing Party's Confidential Information or under any patent, copyright or other intellectual property right of the Disclosing Party.

This Agreement shall not obligate either Party to enter into any other business arrangement or agreement with the other Party, and no such obligation shall exist until such time that a separate, written agreement has been executed by both Parties. This Agreement does not create any agency, partnership or joint venture relationship between the Parties.

The Parties agree that any action arising out of this Agreement will be brought solely in any state or federal court located in the state of choice of AIMS LLC. The Receiving Party hereby consents to the exclusive personal jurisdiction of such courts, and waives any objection in any such action based on improper venue, inconvenient forum or similar grounds.

The Receiving Party agrees that in the event of a breach or threatened breach of this Agreement, the Disclosing Party may suffer irreparable harm for which it may not have an adequate remedy at law. Therefore, the Disclosing Party shall have the right to seek injunctive relief to enforce this Agreement, in addition to its other rights or remedies which may be available at law or in equity.

This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written or oral. This Agreement may be modified only by a written amendment signed by an authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. If any provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision.