1. Definition of Confidential Information.

(a) “Confidential Information” includes, but is not limited to, (i) the terms of this Agreement; (ii) any other information, communication or data, in any written form, including, but not limited to, graphic or electronic forms, which the Disclosing Party identifies in writing as CONFIDENTIAL at the time of disclosure or which is of such a nature that the Receiving Party should reasonably understand that the Disclosing Party desires to protect such information against unrestricted disclosure or use, including without limitation, business information, financial data, technical data, know-how, client information, supplier information, product data and documentation, products and marketing data; (iii) information disclosed orally and subsequently identified in writing as CONFIDENTIAL within thirty (30) days following initial disclosure of such information, and (iv) the information set forth on Exhibit A, attached hereto and made a part hereof. The Party disclosing Confidential Information is referred to in this Agreement as Weo and/or the “Disclosing Party,” and the Party receiving such Confidential Information is referred to as the “Receiving Party.”

(b) Notwithstanding the above, Confidential Information shall not include information which: (i) is rightfully in the possession of the Receiving Party prior to disclosure as evidenced by competent written proof; (ii) is generally known in the public (other than through an unauthorized disclosure by the Receiving Party in breach of this Agreement); (iii) is received by the Receiving Party from a third party without a duty of confidentiality, provided that the Receiving Party has no knowledge that such information is subject to a confidentiality obligation; or (iv) is independently developed by the Receiving Party without reliance on or reference to the Disclosing Party’s Confidential Information. The burden of proof that certain information is not Confidential Information in accordance with this section shall be with the Receiving Party.

(c) For clarification, information contained in any Weo product shall not be deemed to have been disclosed and Company shall have no right to obtain or use such information in any way, shape or form, unless for the sole purposes of Equity Investment Evaluation or as stipulated in a written contract between the Parties. Therefore, the Company is prohibited to record, obtain or use any information generated or communicated by a Weo product to an outside person or company. Shall any information of this kind be obtained by Company it shall be automatically classified as Confidential Information and the Company shall inform Weo immediately that such information has been obtained.

2. Limitations on Use. Confidential Information must be used by the Receiving Party only in connection with analysis of, and discussions concerning the Equity Investment Evaluation. The Receiving Party must not use Confidential Information at any time, in any fashion, form or manner, for any other purpose.

3. Limitations on Disclosure. The Receiving Party will use the same measures to protect the confidentiality of the Confidential Information that it uses to protect the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. The Receiving Party will take (and will cause its employees and agents to take) commercially reasonable steps required to avoid inadvertent disclosure of Confidential Information in the Receiving Party’s possession.

4. Access to the Confidential Information. Access to the Confidential Information must be restricted to personnel of the Receiving Party engaged in the analysis and discussions concerning the Equity Investment Evaluation. The Receiving Party will furnish access to the Confidential Information to its employees and third-party contractors (collectively, the “Staff”) solely on a need‑to‑know basis. The Receiving Party will ensure that its Staff given access to the Confidential Information are bound by nondisclosure and limited use obligations at least as stringent as those contained in this Agreement. The Receiving Party will maintain a list of its employees, third party contractors, and/or agents who have been furnished access to the Confidential Information of Weo, which shall be inspected by Weo upon its request. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its Staff.

5. Ownership of Confidential Information; No Licenses. Confidential Information disclosed by Weo to the Receiving Party will at all times remain the property of Weo. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement.

6. Intellectual Property Rights. The Parties acknowledge that any future business relationship between them may involve the development of services, products or systems based on the confidential or proprietary information of Weo. The Parties agree that any discoveries, inventions, patent applications, improvements, techniques, processes, copyrights, trade secrets and know-how conceived of solely or jointly by the Parties, which is related to, incorporates or resulted from Weo’s Confidential Information shall be the sole and exclusive property of Weo.

7. Copies of Confidential Information. Confidential Information may not be copied or reproduced by the Receiving Party without Weo’s prior approval.