CONFIDENTIALITY STATEMENT

Purpose: In order to further explore a project of mutual interest between AVIREX GROUP LLC (hereafter “AVIREX”) and the Recipient, i.e. the THE CLIENT __________ project (hereinafter the “Project), AVIREX may disclose certain information which AVIREX desires the Recipient to treat as confidential.

“Confidential Information”: means any of the information that may be provided by AVIREX relating to (i) the Project; (ii) AVIREX’s technology and products used and/or owned by AVIREX, including but not limited to, technical data, trade secrets, know-how, research, product plans, ideas or concepts, software, inventions, patent applications, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information (collectively, «Technical Information»); and/or (iii) AVIREX’s operations and business or financial plans or strategies, including but not limited to customers, customer lists, markets, financial statements and projections, product pricing and marketing, financial or other strategic business, plans or information and environmental circumstances such as meetings of AVIREX and the Recipient (collectively, «Business Information»), disclosed to the Recipient by AVIREX either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities.

Confidential Information shall not, however, include any information which the Recipient can establish: (i) is in, or became part of the public domain without violation of this Statement; (ii) was in the Recipient’s possession prior to the obligation of confidentiality received from AVIREX; (iii) was legally obtained by the Recipient from a third party without an obligation of confidentiality; (iv) was independently developed by the Recipient as demonstrated by written records, completely independent of any such disclosure by AVIREX; (v) was approved for release by express written agreement of AVIREX. The above exceptions have to be evidenced by the Recipient. If only a portion of the Confidential Information falls under any of the

above exceptions, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions herein.

Court Proceedings: If the Recipient is required to disclose Confidential Information in order to comply with a judicial order or decree, or request of an arbitral court, the Recipient shall immediately after gaining knowledge or receiving notice of such action, notify AVIREX thereof. The Recipient shall use its best efforts, (e.g. by asserting in such action any applicable privileges) and give AVIREX the opportunity to seek any legal remedy so as to maintain the confidentiality of the Confidential Information.

Non-use and Non-disclosure: The Recipient agrees to treat Confidential Information in a strictly confidential manner and to keep it confidential for the exclusive benefit of AVIREX. The Recipient agrees not to provide access to the Confidential Information to its employees or suppliers except to the extent strictly necessary for the completion of the Project. The Recipient warrants that its employees and any other person acting for it or collaborating with it, such as subcontractors, will strictly adhere to the obligations contained herein. The Recipient shall be held liable to AVIREX for all breaches by such persons who are given access to the Confidential Information by the Recipient. The Recipient agrees to take all reasonable measures to protect confidentiality and avoid disclosure and/or unauthorized use of the Confidential Information, including but not limited to measures taken to protect the Recipient’s own confidential information. The Recipient agrees to notify AVIREX promptly in writing of any misuse or misappropriation of Confidential Information that may come to the Recipient’s attention.

The Recipient agrees not to use any Confidential Information disclosed to it by AVIREX for any other reason except the Purpose. Unless AVIREX previously agrees otherwise in writing, the Recipient agrees neither to use Confidential Information for its own advantage, or to copy, counterfeit, publish or divulge it in any way whatsoever, nor to allow third parties to use Confidential Information for their own benefit or to AVIREX’s detriment.
Data Protection: The Recipient, its employees and any other person acting for it or collaborating with it shall comply with all applicable data protection laws and in particular, with the principles of lawfulness, fairness, transparency, proportionality, minimization, accuracy, security and notification. The Recipient shall only process (including use, store, disclose or transfer) personal data based on a legitimate ground (e.g. for the performance of the Project, for compliance with a legal obligation, or based on the consent of the data subject). The Recipient shall give all needed and useful information to the data subjects, and in particular, inform them of their rights regarding their personal data and the purposes for which their personal data are processed. The Recipient shall ensure an appropriate level of data protection by adopting appropriate technical and organizational security measures to prevent all possible damage, destruction, loss, unauthorized or accidental access, copying, theft, cyberattack or other similar risks.

No License: The Recipient acknowledges that AVIREX is the exclusive owner of the Confidential Information and of all patents, trademarks, copyright[s] or titles to intellectual property that may arise from it. Nothing herein is intended to grant any rights to the Recipient under any patent, trademark, copyright or title to intellectual property, nor grant the Recipient any rights in or to Confidential Information except as expressly set forth herein. The Recipient agrees not to use the “AVIREX” name or models, either in its own advertising or in any document whatsoever, without AVIREX’s prior express consent.

No Obligation: Nothing herein shall obligate AVIREX to proceed with the Project or any other transaction between AVIREX and the Recipient. AVIREX reserves the right, in its sole discretion, to terminate the discussions contemplated by this Statement concerning the Project.

No Warranty: All Confidential Information is provided “as is”- AVIREX makes no warranties, express, implied or otherwise, regarding its accuracy, completeness or otherwise.

Return of Materials: The Recipient shall immediately return all materials (plans, drawings, prototypes, equipment, etc.) relevant to the Confidential Information that are in its possession to AVIREX upon AVIREX’s written request. After the end of the Project, the electronic files, working copies and other documents or objects relating to the Project shall be destroyed or returned to AVIREX at AVIREX’s express request.

Term: This Statement enters into effect on the date when it is signed or on the date when the Confidential Information is first communicated if this latter date is prior to the date when this Statement is signed. Even after the end of the business relationships, the Recipient is bound not to divulge the Confidential Information as long as the Confidential Information remains confidential.

Remedies: If any of the obligations herein are violated, the Recipient must pay AVIREX a contractual penalty of 10,000.00 per infraction, subject to reparation of any further damage.

Governing Law; Jurisdiction: This Statement is governed by Texas law. Any disagreement or litigation related to this Statement shall be brought before the Courts of Texas.

Assignment: The Recipient may not assign this Statement or any of its rights, obligation, or benefits hereunder, by operation of law or otherwise, without AVIREX’s prior written consent.

Entire Agreement: The Statement contains the entire agreement between AVIREX and the Recipient with respect to the subject matter hereof. Any failure to enforce any provision of this Statement shall not constitute a waiver thereof or of any other provision hereof. This Statement may not be amended, nor any obligation waived, except by a writing signed by AVIREX and the Recipient.

Severability: In the event any term of this Statement is found by any court to be void or otherwise unenforceable, the remainder of this Statement shall remain valid and enforceable as though such term were absent upon the date of its execution.