THIS AGREEMENT is entered into and effective upon the activation of an account at https://www.nexteerdataexchange.com, by Nexteer Automotive Automotive Systems LLC, (hereinafter "Nexteer Automotive"), and any corporation, company, or individual granted access to the above account, (hereinafter "Recipient"). Nexteer Automotive and Recipient are sometimes hereinafter referred to individually as a "Party" or collectively as the "Parties".

WHEREAS Nexteer Automotive has proprietary information relating to all data being transferred through https://www.nexteerdataexchange.com which Recipient wishes to review for the purpose of doing business with Nexteer Automotive, and Recipient wishes to receive Nexteer Automotive's information;

NOW THEREFORE, Recipient agrees as follows:

1. For the purpose of this Agreement, PROPRIETARY INFORMATION shall mean any information which is disclosed by Nexteer Automotive to Recipient during the term of this Agreement, whether in human or machine readable form which is identified at the time of disclosure as being proprietary to Nexteer Automotive.

2. Unless otherwise expressly authorized by Nexteer Automotive, Recipient agrees, for a period of five (5) years from the date of receipt of PROPRIETARY INFORMATION, (1) not to disseminate such PROPRIETARY INFORMATION to any third party, including any affiliated company or subsidiary except as required for the above-stated purpose, using the same measures Recipient employs with respect to information of its own that it does not desire to be disseminated, and (2) to use such PROPRIETARY INFORMATION only for the benefit of Nexteer Automotive, and only for the stated purpose set forth above.

3. Notwithstanding any other provisions of this Agreement, Nexteer Automotive acknowledges that Recipient shall have no obligation in respect to PROPRIETARY INFORMATION which:

    (a) Is or becomes publicly known through no wrongful act on Recipient's part; or
    (b) Is already known to Recipient at the time of disclosure; or
    (c) Is rightfully received by Recipient from a third party without breach of this Agreement; or
    (d) Is independently developed by Recipient without breach of this Agreement; or
    (e) Is furnished to a third party by Nexteer Automotive without a similar restriction on the third party's rights; or
    (f) Is explicitly approved for release by written authorization by the Nexteer Automotive; or
    (g) Is required to be disclosed by operation of law or administrative order.

4. No right or license under any intellectual property right, expressed or implied, relating to the PROPRIETARY INFORMATION furnished hereunder is granted to the Recipient.

5. Recipient shall not disclose the terms of this Agreement to any third party without the prior written consent of Nexteer Automotive.

6 At the request of Nexteer Automotive, Recipient shall promptly return the received PROPRIETARY INFORMATION, including all copies thereof, to Nexteer Automotive.

7. This Agreement shall be construed and governed by the substantive laws of the State of Michigan without giving effect to the conflict of laws' provisions.

IN WITNESS WHEREOF Nexteer Automotive and Recipient have caused this Agreement to be executed by the selection of the "I agree" link below. An electronic transaction will be kept for the purposes of logging this Agreement. This document resides at the URL https://www.nexteerdataexchange.com/non_disclosure.html.

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