Between	ASC Americas Inc. 101 Crawfords Corner Road, Suite 4126 Holmdel, NJ 07733 USA
- referred to as ASC in the text -
and
- referred to as AGREEMENT PARTNER in the text -

SUBJECT OF CONTRACT

ASC as well as the AGREEMENT PARTNER possess CONFIDENTIAL INFORMATION which is intended to reveal to the OTHER PARTY respectively for the exclusive purpose as follows:

In this context, ASC and the AGREEMENT PARTNER are INFORMATION PROVIDER and INFORMATION RECIPIENT as well.

A) Obligation to confidentiality

The INFORMATION RECIPIENT obliges himself to keep the CONFIDENTIAL INFORMATION under strict confidence for a period of at least five years after communication by INFORMATION PROVIDER, not to make it accessible to third parties and to use it exclusively for the purpose as defined above.

This right is granted presuming that the CONFIDENTIAL INFORMATION is marked with the name of INFORMATION PROVIDER and can be recognized as being confidential.

Any CONFIDENTIAL INFORMATION as well as all copies or reproductions remain the property of the INFORMATION PROVIDER. The INFORMATION RECIPIENT agrees to keep confidential and not disclose to any third party any part of or the whole of any CONFIDENTIAL INFORMATION disclosed under this Agreement. The INFORMATION RECIPIENT is not allowed to copy CONFIDENTIAL INFORMATION under this Agreement without the consent of the INFORMATION PROVIDER as far as it is not necessary for the pursuance of the above mentioned purpose or to use it for any purpose other than the purpose set out hereinbefore.

On request of the INFORMATION PROVIDER, the INFORMATION RECIPIENT has to deliver at any time to the INFORMATION PROVIDER or to destroy immediately all documents and other material in his possession, custody or control that bear or incorporate any part of the CONFIDENTIAL INFORMATION and to give written confirmation of it to the OTHER PARTY.

Both parties oblige themselves neither to reveal the existence of this Agreement nor the details to any third party.

The protections and restrictions of this Agreement shall not apply as far as
Such information was already in the lawful possession of the INFORMATION RECIPIENT and at his free disposal before disclosure;
The information is or becomes generally available to the public through no act or default on the part of the INFORMATION RECIPIENT; or
The information is replicated by development independently carried out by or for the INFORMATION RECIPIENT other than by breach of this Agreement by the INFORMATION RECIPIENT.

The burden of proof for the existence of above mentioned exceptions has to be carried by the INFORMATION RECIPIENT.

The INFORMATION RECIPIENT restricts the access to the CONFIDENTIAL INFORMATION to such of his employees and officers who need to know the same for the purpose set out hereinbefore aware and commit of the confidential nature of said information.

The INFORMATION RECIPIENT agrees not to disclose CONFIDENTIAL INFORMATION without the written consent of the INFORMATION PROVIDER to any third party. Third parties in the sense of this agreement are also affiliated companies of the INFORMATION RECIPIENT. In case of such consent the third party is submitted to the commitments deriving from this agreement.

B) Miscellaneous

User rights in the CONFIDENTIAL INFORMATION, exceeding the purpose defined above, require a separate written agreement.
No warranty with regard to the CONFIDENTIAL INFORMATION and its correctness is provided.
This Agreement does not manifest an obligation for the INFORMATION PROVIDER to provide all CONFIDENTIAL INFORMATION to the INFORMATION RECIPIENT, nor does it manifest an obligation for the INFORMATION PROVIDER to update the INFORMATION RECIPIENT with new versions or new information in regard to the CONFIDENTIAL INFORMATION provided.
Amendments and alterations of this Agreement have to be made in written form.
The parties can at any time give notice of this Agreement with a period of three months. Unless notice is given otherwise this Agreement is terminated five years after ratification by both parties. All obligations of the parties with respect to CONFIDENTIAL INFORMATION received under this agreement prior to the notice will survive.
Unless ASC explicitly consents in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of ASC (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or agent of ASC to ASC or ASC’s stockholders, (C) any action or proceeding asserting a claim against ASC pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws, or (D) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Holmdel, NJ, date
ASC Americas Inc.
Title, surname and given names of ASC-Authorized Representative	Signature of ASC-Authorized Representative

Place, date
Title, surname and given names of Agreement partner	Signature of Agreement partner