Confidential Information.  For the purposes of this Agreement, “Confidential Information” means all business, technical, financial, operational, and any other information or technology whatsoever furnished by L.A.B. and/or its Representatives (as defined below), including, but not limited to, information furnished prior to the date hereof, whether oral or written, and regardless of the form of communication or the manner in which it is furnished, including, but not limited to, any such information relating to the Product, the Launch, the Product specifications, features, images, technical data, performance metrics, pricing, SKUs, Product names and packaging information; L.A.B.’s operations, processes, formulas, methods, Product and/or Launch plans and marketing; L.A.B.’s Trade Secrets (as defined below); L.A.B.’s designs, mask works, customizations, modifications, variations, improvements, embodiments, features, drawings, illustrations, inventions, details of construction, phraseology, art, systems, configurations, components, descriptions, charts, graphs, models, research, results, costs, product prices and/or names, finances, marketing plans, business opportunities and/or business affairs, personnel, research, development and/or know-how, customer and/or vendor lists; all analyses, compilations, data, know-how, applications, studies, notes, interpretations, memoranda, methods, procedures, processes, research, plans, products, policies, extracts, or other documents prepared by either Party and/or its Representatives containing or based in whole or in part on any such furnished information (“Analyses”); and any other information that is marked and/or orally or in other intangible form identified as confidential at the time of disclosure or should reasonably be regarded as confidential even if not expressly designated as such.  For purposes hereof, “Trade Secret” means any information, including a formula, pattern compilation, program, device, method, technique, design, or process, that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means, by, other persons who can derive economic value from its disclosure, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Notwithstanding anything herein to the contrary, “Confidential Information” does not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives; or (b) was or becomes available to Recipient or its Representatives on a non-confidential basis from a person who is not known by Recipient or its Representatives (after due inquiry) to be bound by a confidentiality agreement with L.A.B. or its Representatives or any other person or to otherwise be under an obligation to L.A.B. or its Representatives or any other person not to transmit the information to any person.  As used in this Agreement, (A) the term “Representative” means, as to any Party, such Party’s representatives, including its directors, officers, partners, employees, consultants, independent contractors, agents, affiliates, advisors (including, without limitation, financial advisors, attorneys, counsel and accountants) and other persons over which it exercises control; (B) the term “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual; (C) the term “affiliates” shall be broadly interpreted to mean a person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such specified person; and (D) the term “control” (including derivatives thereof) means (i) the possession directly or indirectly, of the power to vote 50% or more of the equity securities of a person having voting power, (ii) the possession, directly or indirectly, of the power to direct, or cause the direction of, the management policies of a person, whether through the ownership of equity securities, by contract or otherwise, or (iii) being a manager, director, officer, executor, trustee or fiduciary (or their equivalents) or a person or a person that controls such person. 

Title to Confidential Information and Related Documents.  Recipient hereby acknowledges that the Confidential Information is secret, confidential, proprietary, and the sole and exclusive property of L.A.B.  Recipient hereby agrees to safeguard with the greatest care and to return or destroy all such Confidential Information furnished to it hereunder in accordance with Section 5. 

Nondisclosure or Use of Confidential Information.  Recipient hereby agrees that it has held and shall hold all Confidential Information disclosed to it by L.A.B. and/or its Representatives in strict confidence, that it has and will use the same only for the Purpose and for no other purpose whatsoever and that it has not and will not convert, retain, or use, in any way, any Confidential Information, nor has or will it transmit, reveal, disclose, divulge or give access to the same to any other person, whether in written, digital, audio, oral, or any other form, except that it may disclose or give access to the Confidential Information only to those Representatives who have a legitimate need to know such Confidential Information for the Purpose and who, prior to disclosure, have agreed to a duty of confidentiality to Recipient no less restrictive than the terms of this Agreement.  Recipient has advised, and shall advise, all those having access to the Confidential Information of the confidential, secret and proprietary nature thereof. 

Required Disclosure of Confidential Information.  In the event that Recipient or its Representatives is required by applicable law or regulation or by legal process (which requirement shall not have been caused by the acts of Recipient or its Representatives) to disclose any Confidential Information, Recipient agrees to provide L.A.B. with prompt notice of such request or requirement in order to enable L.A.B. to seek an appropriate protective order or other remedy, to take reasonable steps to resist or narrow the scope of such requirement (and Recipient shall, and shall cause its Representatives to, consult and cooperate reasonably with L.A.B. and its Representatives in taking any such steps), and to waive compliance, in whole or in part, with the terms of this Agreement.  If Recipient and/or its Representatives are nonetheless, in the written opinion of counsel, a copy of which is provided to L.A.B., legally compelled to disclose any such Confidential Information or other information related to L.A.B., Recipient and its Representatives may disclose only that portion of such Confidential Information or other information which such counsel advises is legally required to be disclosed; provided that Recipient and its Representatives gives L.A.B. and its Representatives prior written notice of the information to be disclosed as far in advance of its disclosure as is reasonably practicable.  In any such event, Recipient shall, and shall cause its Representatives to, use its reasonable best efforts to ensure that all Confidential Information and other information that is so disclosed will be accorded confidential treatment, including by cooperating fully with L.A.B. and its Representatives to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Confidential Information or other information. 

Term and Termination.   

The obligations of Recipient under this Agreement shall continue until the Launch Date; provided, however, that (i) with respect to Confidential Information that constitutes a trade secret under the laws of any jurisdiction, such obligations shall survive until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Recipient or its Representatives; and (ii) with respect to all other Confidential Information unrelated to the Purpose, the obligations of Recipient hereunder shall survive for a period of five (5) years following the Launch Date.  For the avoidance of doubt, the Launch Date shall be determined at the sole and exclusive discretion of L.A.B. 

Upon written notice by L.A.B., Recipient shall, and shall cause its Representatives to, return or destroy any and all Confidential Information of L.A.B., including copies or reproductions thereof, in the possession, custody or control of it, its employees, and independent contractors and, if requested in writing by L.A.B., will furnish to L.A.B. an affidavit or declaration signed by an officer of Recipient certifying that such delivery or destruction has been fully effected; provided, however, that (i) Recipient will not be required to destroy or permanently erase, Confidential Information held in Recipient’s archival IT systems in accordance with applicable law; and (ii) Recipient shall be entitled to retain Confidential Information to the extent reasonably necessary to meet the requirements of applicable legal or regulatory compliance obligations; provided, further, that such Confidential Information will continue to be held confidential pursuant to the terms of this Agreement. 

Unauthorized Use.  Recipient shall promptly advise L.A.B. in writing if it learns of any unauthorized use or disclosure of any Confidential Information by any person.  Recipient shall, and shall cause its Representatives to, use best efforts to avoid or restrain any such unauthorized use of any Confidential Information. 

Accuracy of Information. Recipient acknowledge and agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information and that accordingly, neither L.A.B. nor any of its Representatives makes any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information, and all such Confidential Information is provided by L.A.B. and its representatives “AS IS.” 

Rights and Remedies.  The Parties agree that any violation of this Agreement by Recipient will result in irreparable harm to L.A.B. which may not be adequately compensated by damages.  Therefore, the Parties agree that L.A.B. shall be entitled to seek an injunction, without the requirement of posting a bond or other security, by any court of competent jurisdiction to prevent or restrain any unauthorized disclosure or threatened disclosure of any Confidential Information or any other violation or threatened violation of this Agreement.  It is further agreed that by seeking an injunction, L.A.B. in no way waives its right to any damages caused by the violation or threatened violation of this Agreement and shall not be prohibited from pursuing any other remedies available to L.A.B. for such violation or threatened violation of this Agreement.  In the event any court of competent jurisdiction shall construe any provision of this Agreement to constitute an unreasonable or unenforceable covenant, then in such event, the Parties expressly agree that such court, in order to carry out the Agreement and intent of the Parties, shall enforce said provision to the extent that the same is deemed reasonable by such court.  In any action brought to enforce this Agreement, the prevailing Party shall be awarded all actual costs and expenses of such action, including, without limitation, reasonable attorneys’ fees and costs.  It is understood and agreed that no failure or delay by L.A.B. in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.  If any provision or portion of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law, and there shall be substituted for the unenforceable provision or portion a substitute provision or portion which shall as nearly as possible achieve the intent of the unenforceable provision or portion. 

Entire Agreement.  This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect to the subject matter hereof.  This Agreement does not establish or create any form of partnership or joint venture with respect to any business relationship; grant any license or other rights with respect to any Confidential Information or any patented or copyrighted materials except as explicitly set forth herein or otherwise agreed by the Parties; or obligate either Party to purchase, sell, market, or advertise any product or service to the other, to introduce customers to the other Party, or to enter into any other agreement. 

Assignment.  Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided however, that any acquirer of a Party, whether by merger, consolidation, purchase of assets, purchase of stock or otherwise, shall be entitled to the benefits of this Agreement, whether or not this Agreement is assigned to such acquirer in writing.  Any purported assignment without such consent is void and unenforceable. 

Miscellaneous.  This Agreement: (a) shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any conflicts of law principles; (b) may be amended or modified only by written instrument signed by the Party against whom enforcement is sought; and (c) shall be binding upon the Parties hereto and their respective heirs, personal representatives, successors and assigns.  The Parties further agree and submit to the exclusive jurisdiction and venue of and within the Federal Courts located within the State of Oregon or the State Courts located within Eugene, Oregon, to resolve any disputes that arise hereunder.  EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN ANY PROCEEDING INVOLVING ANY DISPUTE OR MATTER ARISING UNDER THIS AGREEMENT. 

Expenses.  Each Party is responsible for all fees, costs, and expenses incurred by it in connection with any possible Business Relationship and this Agreement, whether or not any Business Relationship is consummated, except as otherwise set forth in a definitive written agreement with respect to the Business Relationship. 

Counterparts.  This Agreement may be executed and delivered simultaneously or in any number of counterparts which, when executed and delivered, shall be deemed an original and, when such counterparts are taken together, shall constitute one and the same document.  Email, facsimile or photostatic copies of signatures to this Agreement shall be deemed to be originals and may be relied upon to the same extent as the originals.