Mutual Non-Disclosure AgreementFor confidential commercial discussions

(a) “Disclosing Party” means the Party that delivers Confidential Information or on whose behalf Confidential Information is furnished;

(b) “Recipient” means the Party that receives Confidential Information or on whose behalf Confidential Information is received; and

(c) “Representatives” of any Party means such Party’s affiliates and the directors, officers, employees, partners, members, agents, accountants, attorneys, consultants, financing sources and other advisors of such Party and its affiliates.

(a) All non-public information (whether written, oral, graphic, electronic or machine readable) furnished to Recipient or its Representatives relating to and on behalf of Disclosing Party or its affiliates, whether furnished before or after the date of this Agreement in connection with the Transaction, shall constitute “Confidential Information” for purposes of this Agreement. Confidential Information shall also include (i) all analyses, compilations, forecasts, customer lists, studies or other documents prepared by Recipient or its Representatives that contain Confidential Information and (ii) the fact that discussions or negotiations are taking place concerning the transaction and/or opportunity/project, any of the terms, conditions, parties, or other facts with respect to the transactions, including, without limitation, the status thereof, the identity of the Parties and the existence of this Agreement.

(b) Confidential Information shall not include information that (i) is or becomes part of the public domain through no breach of this Agreement by Recipient or its Representatives; (ii) was in the possession of Recipient or its Representatives prior to being furnished to Recipient or its Representatives by Disclosing Party or its Representatives, provided that such information was not known by Recipient to be the subject of an obligation of confidentiality to, or for the benefit of, Disclosing Party or its Representatives; (iii) was independently developed by Recipient or its Representatives without any use of or reference to the Confidential Information of Disclosing Party; or (iv) becomes available or known to Recipient from a source other than Disclosing Party or its Representatives, provided that such source is not known by Recipient or its Representatives to be subject to a confidentiality obligation to, or for the benefit of, Disclosing Party or its Representatives.

Recipient agrees that Confidential Information will (a) be kept confidential, (b) used solely for the purpose of carrying out discussions and negotiations concerning and the undertaking of the Transaction and (c) not disclosed to any third party, except with the written consent of Disclosing Party. Notwithstanding the foregoing, Recipient may disclose Confidential Information it receives from or on behalf of Disclosing Party and/or its Representatives to Recipient’s Representatives who Recipient determines have a need to know such information for purposes of assisting Recipient in the evaluation and negotiation of the Transaction, provided that such Representatives are informed by Recipient of the confidential nature of the Confidential Information and agree to keep such information confidential in accordance with the terms of this agreement to the same extent as if they were parties hereto. In any event, Recipient agrees that it shall be responsible for any breach of this Agreement by its Representatives, other than in the case of any unaffiliated third-party Representative that (i) executes and delivers to Disclosing Party a customary joinder in a form mutually agreed by the Parties in good faith or (ii) executes a separate confidentiality agreement with Disclosing Party related to the Transaction in a form reasonably satisfactory to Disclosing Party.

In the event that either Party or its Representatives is required by law, regulatory authority, government or court order in any judicial or governmental proceeding or otherwise legally compelled (e.g. by oral question, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, to the extent legally permitted, Recipient shall give the Disclosing Party written notice of such request, so that Disclosing Party may seek, at its own expense, a protective order or appropriate remedy and/or waive some of its rights under this Agreement. In the event that Disclosing Party is unable to obtain such a protective remedy, Recipient or its Representatives will furnish only that portion of the Confidential Information that Recipient or its Representatives are required to disclose (and such disclosure shall be permitted hereunder) and will, at Disclosing Party’s sole expense, exercise reasonable efforts to assist Disclosing Party in obtaining assurances that confidential treatment will be accorded the Confidential Information. Notwithstanding any other terms of this Agreement, nothing shall prohibit either Party or its Representatives from disclosing, without prior notice, any of the Confidential Information to any governmental agency, regulatory authority or self-regulatory authority claiming to have authority to regulate or oversee any aspect of its or its Representatives business.

Upon Disclosing Party’s request, subject to (i) applicable law, rule or regulation and Recipient’s and its Representatives’ respective document retention policies and procedures and professional obligations and (ii) Recipient’s and its Representatives’ respective security, disaster recovery and/or internal procedures regarding retention of archival copies of Confidential Information in archived computer system backups, Recipient, at its election, will promptly deliver to the Disclosing Party or destroy, all Confidential Information furnished to Recipient and/or its Representatives by the Disclosing Party or its Representatives. For the avoidance of doubt, nothing shall require any Party to destroy any references to Confidential Information reflected in the materials (including minutes) of its or its affiliates’ board of directors or comparable governing bodies.

Recipient understands and agrees that the Confidential Information is being provided without any representation or warranty, expressed or implied, as to its accuracy or completeness and Recipient agrees that, except as may be provided in a definitive agreement with respect to the Transaction, the Disclosing Party shall have no liability to Recipient or its Representatives resulting from the use of the Confidential Information. Further, Recipient understands that unless and until a definitive written agreement between Recipient and Disclosing Party, or their respective designees, with respect to the Transaction has been executed and delivered, neither Recipient nor Disclosing Party will be under any legal obligation of any kind whatsoever to proceed with the Transaction.

The Parties hereby agree that their business involves, among other activities, introducing, participating, effectuating, and consummating transactions between their respective contacts, including other Parties and Affiliates (each, a ‘Transaction’). In consideration of the foregoing, each undersigned Party hereby irrevocably agrees and warrants that it and its Affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass any Party from any Transactions between the Parties’ contacts, or obviate or interfere with the relationship of any Party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise.

Without limiting any of either Party’s express agreements or obligations hereunder, nothing contained in this Agreement or otherwise will restrict either Party or its Representatives from investing in, operating or participating in the management of any business or entity which competes or may compete, directly or indirectly, with the other Party.

This Agreement will terminate two (2) years from the date of this Agreement set forth above or the most recent Transaction, whichever is later.

Recipient agrees that monetary damages may not be a sufficient remedy for any breach of this Agreement by Recipient and/or its Representatives, and that Disclosing Party shall be entitled to seek specific performance and/or injunctive relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for any such breach of this Agreement but shall be in addition to all other remedies available. Recipient further agrees that no failure or delay by Disclosing Party or its Representatives in exercising any right, power or privilege under this Agreement 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 under this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the state of Wisconsin (without giving effect to the principles of conflicts of laws). The Parties irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the Supreme Court of the State of Wisconsin, Dane County, and any appellate court from any such court (collectively, the “Chosen Courts”), in each case for any actions, suits, proceedings or counterclaims arising out of or relating to this Agreement and the transactions contemplated hereby (and the Parties agree not to commence any action, suit, proceeding or counterclaim relating thereto except in such courts). The Parties hereby irrevocably and unconditionally waive any objection which either may now or hereafter have to the laying of venue of any action, suit, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in the Chosen Courts that any such action, suit, proceeding or counterclaim brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties, provided that Confidential Information of Disclosing Party may not be assigned, other than by operation of law, without the prior written consent of Disclosing Party. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes (i) any prior agreement between the Parties regarding the subject matter hereof and (ii) any statement in the Confidential Information concerning confidentiality and limitation on use (including any terms of any “click-through” agreement that may in the future be acknowledged by the Recipient and/or its Representatives in the course of reviewing the Confidential Information). This Agreement may be executed in one or more counterparts, including by facsimile or other electronic signature or transmission, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may only be amended or modified in writing signed by all of the Parties. Should any provision of this Agreement be or become invalid, the remaining provisions shall continue to apply, and such invalid provision shall be reformed, construed and enforced such that the invalid provision shall be interpreted to be only so broad as is valid and enforceable.