Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is effective as of the date on which the Client agrees to, signs, or otherwise accepts any price quote, order form, or commercial agreement with Digital-Clay (the “Effective Date”), and is entered into by and between:

Digital-Clay, on behalf of itself, its affiliates, subsidiaries, and parent companies (collectively, the “Company” or “Digital-Clay”);

and

You (the “Client”), meaning any individual or entity that enters into a commercial relationship with Digital-Clay by accepting a price quote, signing an order, or engaging Digital-Clay’s services.

Each of Digital-Clay and the Client may be referred to as a “Disclosing Party” or a “Recipient,” as applicable.

NOW THEREFORE, in consideration of the mutual undertakings and promises herein, the Parties hereto hereby agree as follows:

1. Recipient understands that Disclosing Party may disclose information relating to Disclosing Party’s currently released and planned products (“Products”), or the manufacture or processing thereof, or to Disclosing Party’s business (including, without limitation, names and expertise of employees and consultants, know-how, formulas, computer programs, processes, inventions (whether patentable or not), schematics, and other technical, business, financial, customer lists, and product development plans, marketing information, forecasts, strategies, and information). Such information shall constitute “Proprietary Information” of Disclosing Party hereunder when it is (a) disclosed to Recipient in writing and is designated in writing as proprietary or confidential (or with a similar designation) or (b) if disclosed orally or in other intangible form, is identified as proprietary or confidential at the time of disclosure and confirmed in writing within thirty (30) days of the initial disclosure (collectively: “Proprietary Information” or “Confidential Information”).

2. Recipient agrees: (i) to hold Disclosing Party’s Proprietary Information in confidence and to take at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable precautions to protect such Proprietary Information; (ii) not to divulge any such Proprietary Information to any third person (except employees and consultants, subject to the conditions stated below); (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally whether to enter into the currently contemplated business relationship with Disclosing Party, or to conduct business activities, as may be agreed upon by the parties in writing (“the “Purpose”); and (iv) not to copy or reverse engineer any such Proprietary Information. Any employee or consultant given access to any such Proprietary Information must have a legitimate need to know such Proprietary Information and shall be bound in writing by obligations no less restrictive than those contained herein.

3. Recipient’s obligations hereunder shall not apply with respect to any item of information that: (i) is or (through no breach, improper act or omission by Recipient or any affiliate, agent, consultant, or employee) becomes generally known to the public, or (ii) was rightfully in possession of or known by Recipient prior to receipt from Disclosing Party, or (iii) was rightfully disclosed to Recipient without restrictions by a third party not bound by any obligation of confidentiality with respect to such item of information, or (iv) was independently developed by Recipient, as evidenced in writing.

4. Recipient may disclose Disclosing Party’s Proprietary Information to the extent required by any governmental authority of competent jurisdiction, provided that Recipient gives Disclosing Party prompt notice of such requirement and reasonably cooperates with Disclosing Party in attempting to limit or prevent such required disclosure or to have appropriate protections for such disclosed Proprietary Information.

5. Recipient acknowledges that any Proprietary Information disclosed hereto may be subject to export regulations, including but not limited to Israeli and US export regulations, and agrees to comply with any and all applicable export and re-export laws and regulations.

6. Immediately upon: (i) the decision by either party not to enter into the business relationship contemplated by Paragraph 2; or (ii) the cessation of requested work by Recipient; or (iii) the termination of business relationship or partnership between Recipient and Disclosing Party; or (iv) a written request by Disclosing Party at any time, Recipient will turn over to Disclosing Party all copies of Proprietary Information received from Disclosing Party hereunder and any and all copies thereof in Recipient’s possession or control, or destroy the same. Recipient may retain one copy of the Proprietary Information solely for archival/legal purposes.

7. Recipient understands that nothing herein (i) requires the disclosure of any Proprietary Information of Disclosing Party (in particular, but without limitation, any information which is subject to export control laws and regulations), which shall be disclosed if at all solely at the option of Disclosing Party, or (ii) requires Disclosing Party to proceed with any proposed transaction or relationship, including, without limitation, any such transaction or relationship in connection with which Proprietary Information may be disclosed.

8. Recipient agrees that all Intellectual Property Rights in or related to Disclosing Party’s products, and any related design and manufacturing, as well as any modification, adaptation or derivation thereof, are and will remain the exclusive property of Disclosing Party.

9. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated by this Agreement without the consent of the other party.

10. This Agreement shall be in full force and effect until termination upon thirty (30) days prior written notice by either Party to the other. Notwithstanding the foregoing, the obligations of confidentiality hereunder with respect to all Proprietary Information shall survive the termination or expiration of this Agreement for any reason for a period of two (2) years.

11. Recipient acknowledges and agrees that due to the unique nature of Disclosing Party’s Proprietary Information, monetary damages may not be a sufficient remedy for any breach of this Agreement by the Recipient, and that there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may result in irreparable harm to Disclosing Party, and therefore that upon any such breach or any threat thereof, Disclosing Party shall be entitled, in addition to monetary damages, to seek specific performance and injunctive relief and any other appropriate equitable remedies for any such breach.

12. As part of using the product and/or service provided by Company, Company will provide Client with the opportunity to submit comments, suggestions, or other feedback regarding Client’s use thereof. Client agrees that in the absence of a separate written agreement to the contrary, Company will be the sole owner of any such feedback and will be free to use any feedback provided for any purpose without any consideration.

13. In the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

14. This Agreement shall be governed by the laws of Israel without regard to the conflicts-of law provisions thereof. The competent court of the city of Jerusalem, Israel shall have non – exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement shall bind either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.

15. This Agreement may be executed in facsimile counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.