Cover Letters

FCC ID: 2AD7T21120150610

Cover Letter(s)

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FCCID_2771050

$CONFIDENTIALITY AGREEMENT This Mutual Nondisclosure Agreement (the "Agreement"), dated as of _____________("Effective Date"), is between SONITOR TECHNOLOGIES AS, located at Drammensveien 288, 0283 Oslo, Norway, its wholly owned subsidiary SONITOR TECHNOLOGIES, INC., located at 1010 Washington Blvd., 9th Floor, Stamford, CT 06901, and ________________________, located at ________________________ (each, a "party" and, collectively, the "parties"). 1. Purpose and Use. The parties wish to explore a business relationship (the "Purpose"), and either party ("Disclosing Party") may disclose Confidential Information (as defined below) to the other party ("Recipient"). Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall not disclose such Confidential Information other than to its affiliates and its or their employees, officers, directors, shareholders, partners, agents, independent contractors, service providers, attorneys, accountants and financial advisors (collectively, "Representatives") who: (a) need access to such Confidential Information for the Purpose; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations no less protective of the Confidential Information than the terms contained herein. Recipient shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly confidential information. Recipient will be responsible for any breach of this Agreement caused by its Representatives. 2. Definition. "Confidential Information" means all non-public proprietary or confidential information of Disclosing Party, in oral, visual, written, electronic or other tangible or intangible form, whether or not marked or designated as "confidential," and all notes, analyses, summaries, internal and external product photos and manuals, and other materials prepared by Recipient or any of its Representatives that contain, are based on or otherwise reflect, to any degree, any of the foregoing; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public such as public disclosure by Disclosing Party, but other than as a result of Recipient's or its Representatives' breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient's or its Representatives' possession prior to Disclosing Party's disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information. Confidential Information also includes (x) the facts that the parties are in discussions regarding the Purpose and that Confidential Information has been disclosed; and (y) any terms, conditions or arrangements discussed. 3. Required Disclosure. If Recipient or any of its Representatives is required by a valid legal order to disclose any Confidential Information, Recipient shall notify Disclosing Party of such requirements so that Disclosing Party may seek, at Disclosing Party's expense, a protective order or other remedy, and Recipient shall reasonably assist Disclosing Party therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment. X:\QA\Product specific\3 Product certification\Nemko Comlab FCC CE\2015 INF-B216_246\Sonitor documents\NDA\Sonitor NDA SUS & SNO (12 13 13)AB.doc$

4. Return of Materials. On Disclosing Party's request, Recipient shall, promptly return to Disclosing Party
or destroy all Confidential Information in its and its Representatives' possession. Recipient may retain copies of
Confidential Information that are stored on Recipient's IT backup and disaster recovery systems until the ordinary
course deletion thereof. Recipient shall continue to be bound by the terms and conditions of this Agreement with
respect to such retained Confidential Information.

5. No Obligations or Liability. This Agreement imposes no obligation on either party to disclose any
Confidential Information or to negotiate for, enter into or otherwise pursue the Purpose. Disclosing Party makes no
representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential
Information, and will have no liability to Recipient or any other person relating to Recipient's use of any of the
Confidential Information or any errors therein or omissions therefrom.

6. No Rights Granted. Disclosing Party retains its entire right, title and interest in and to all Confidential
Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment or
other transfer of any such right, title and interest to Recipient or any other person.

7. Term. The rights and obligations of the parties under this Agreement expire _36 months after the Effective
Date. However, with respect to Confidential Information that constitutes a trade secret under the laws of any
jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information
loses its trade secret protection other than due to an act or omission of Recipient or its Representatives.

8. Remedies. Recipient acknowledges and agrees that any breach of this Agreement will cause injury to
Disclosing Party for which money damages would be an inadequate remedy and that, in addition to remedies at law,
Disclosing Party is entitled to equitable relief as a remedy for any such breach.

9. Governing Law. This Agreement and all matters relating hereto are governed by, and construed in
accordance with, the laws of the State of Connecticut, without regard to the conflict of laws provisions of such State.
Any legal suit, action or proceeding relating to this Agreement must be instituted in the federal or state courts
located in Fairfield County, Connecticut. Each Party irrevocably submits to the exclusive jurisdiction of such courts
in any such suit, action or proceeding.

10. Notices. All notices must be in writing and addressed to the relevant party at its address set forth in the
preamble (or to such other address such party specifies in accordance with this Section 10). All notices must be
personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt
requested, and are effective upon delivery.

11. Miscellaneous. This Agreement constitutes the entire agreement of the parties with respect its subject
matter, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
whether written or oral, with respect to such subject matter. This Agreement may only be amended, modified,
waived or supplemented by an agreement in writing signed by both parties.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

SONITOR TECHNOLOGIES, INC.

By: By:
Name: Nick Snow Name:
Title: CFO, Sonitor, Technologies AS
and Sonitor Technologies, Inc. Title:

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Document Created: 2015-09-25 06:22:20
Document Modified: 2015-09-25 06:22:20