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CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT

This Agreement, effective this


day of
, 20
, is by and between EKF Diagnostics, Inc. of 1261 North Main
Street, Boerne, TX 78006 (hereinafter EKF) and , having an address of
(hereinafter ).
Stanbio and
are contemplating a working relationship involving
disclosure by each Party to the other Party of certain Confdential Information relating to
diagnostic testing product (hereinafter Confdential Information), during the course of
their working relationship.
All Confdential Information shall be in writing and marked Confdential by the disclosing
Party; or if oral, shall be reduced to writing and so marked, and sent to the receiving Party
within ffteen (15) days of its disclosure. Each Party shall have access to the Confdential
Information of the other Party and in mutual reliance for their protection of the confdentiality
of such information, the Parties agree as follows:
1. Confdential Information, as used herein, includes all information disclosed by EKF to
and by
to EKF that is marked CONFIDENTIAL in
accordance with the preceding paragraph, except:
a. Information which, at the time of disclosure, is in the public domain, or which later
becomes part of the public domain by publication or otherwise through no act of
the receiving Party;
b. Information which can be demonstrated to be in the possession of the receiving
Party prior to disclosure to the receiving Party;
c. If the information disclosed by EKF to
or by
to EKF becomes publicly available through no fault of the receiving Party;
d. If the information is independently disclosed to the receiving Party by a third Party,
provided the receiving Party has no knowledge that the information was received
directly or indirectly from the disclosing Party under an obligation of confdentiality
similar to the terms and conditions of this Agreement, and
e. If the information is developed independently of the Confdential Information
provided by the disclosing Party hereunder and by individuals not having
knowledge of or access to such Confdential Information as substantiated by
written records.
2. Neither EKF nor
shall publish, disseminate, copy, or disclose
to any person(s) except its employees, affiliates and consultants, who have a need to
know the information and are bound by similar terms of confdentiality, any
Confdential Information obtained during the course of their working relationship. Any
such Confdential Information shall not be used for any purpose other than the
performance of duties during the course of the working relationship between the
Parties.
3. In the event that either Party elects to terminate the working relationship, each Party
shall promptly return to the disclosing Party all Confdential Information obtained
from that Party, including all copies thereof.

4. In the event of a breach of the provisions of this Agreement, the aggrieved Party shall
have the

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right to enforce this Agreement and any of its provisions by injunction, specifc
performance or other equitable relief, without bond and without prejudice to any other
rights and remedies that the Party may have for a breach of this Agreement.

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5. This Agreement shall be effective when signed by authorized individuals from EKF and
and shall apply to information disclosed between the dates hereof
and the date that is two (2) years from the date hereof. The Parties obligations of nondisclosure and non-use shall survive the termination of this Agreement.
6. This Agreement shall be construed and enforced under the laws of the State
of Texas. The jurisdiction and venue for this Agreement shall be in Kendall
County, Texas, USA.

EKF Diagnostics Inc.


By:

By:

Title:

Title:

Date:

Date:

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