• Confidential Information: 

All information shared by Disclosing Party. "Confidential Information" shall mean (i) all information relating to Disclosing Party’s products, business and operations including, but not limited to, financial documents and plans, manufacturing partners, products, product development plans, technical product data, product samples, costs, sources, proprietary concepts, inventions, technical advice or knowledge, price lists, sales estimates, product specifications, blueprints of Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible, electronic or other form. All Confidential Information shall remain the property of Disclosing Party.

• Obligation to Maintain Confidentiality: Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement; 

• Non-Disclosure of Transaction: Without Disclosing Party’s prior written consent, neither Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that Disclosing Party and Receiving Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with respect to the Transaction.

• Non-Solicitation: Receiving Party agrees not to solicit any employee or manufacturing partner of Disclosing Party on behalf of any other business enterprise, nor shall Receiving Party induce any employee or manufacturing partner associated with Disclosing Party to terminate or breach an employment, contractual or other relationship with Disclosing Party.

• Representatives: Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.

• Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the State of Arizona, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Arizona for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.