MUTUAL NON-DISCLOSURE AGREEMENT WHEREAS, SGS and the Company desire to discuss the possibility of a future business transaction (the “Purpose”); and WHEREAS, such discussion may require the parties to disclose to each other certain confidential and proprietary information; and NOW THEREFORE, in consideration of the promises, the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following terms and conditions of disclosure: 1. Confidential Information. "Confidential Information" means all non-public, confidential ,or proprietary information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") under or in contemplation of this Agreement, including but not limited to information related to: A. business affairs including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies; unpatented inventions, ideas, methods, and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property; all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials; any third-party confidential information included with, or incorporated in, any information provided ; and B. whether any such information is disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement. 2. Affiliates. The terms "Disclosing Party" and "Receiving Party" include each party's corporate Affiliates (as defined below) that disclose or receive Confidential Information. The rights and obligations of the parties hereto shall therefore apply also to such Affiliates and may be directly enforced by or against such Affiliates. For purposes of this Agreement, an “Affiliate” means, with respect to a party, an entity that owns or controls, is owned or controlled by, or is under common ownership or control with such party at the time in question. As used herein, ownership and control of a corporation or similar entity requires the direct or indirect ownership of stock or other interest representing more than fifty percent (50%) of the voting power for the election or appointment of directors, managers, general partners, or similar officials of such corporation or entity. 3. Non-Disclosure and Non-Use. The Receiving Party shall: A. Use the information only for the Purpose set forth herein, and for no other purpose; B. Use the same degree of care and discretion to limit disclosure of Confidential Information as it uses to protect its own proprietary and confidential information but in no event less than a reasonable degree of care. C. Restrict disclosure of the Confidential Information to employees (including consultants and other representatives of the party who are legally bound to protect Confidential Information by terms substantially similar to those included in this Agreement, collectively referred to herein as “Representatives”) of the Receiving Party and its Affiliates with a need to know and not disclose it to any other person or entity without the prior written consent of the Disclosing Party; D. Advise those employees and Representatives who receive the Confidential Information of their obligations with respect thereto: and E. Copy the Confidential Information only as necessary for those employees and Representatives who are entitled to receive it, and ensure that all confidentiality notices are reproduced in full on such copies. 4. Exclusions. The obligations of Paragraph 3 shall not apply to any Confidential Information which: A. Is or becomes available to the public through no breach of this Agreement; B. Was previously known by the Receiving Party without an obligation to hold it in confidence; C. Is received from a third party without restrictions regarding disclosure, unless the Receiving Party has actual knowledge that such third party is not authorized to disclose such information without restriction; D. Is independently developed by the Receiving Party without the use of Confidential Information of the Disclosing Party; E. Is approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization; F. Is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; G. Is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if the Receiving Party first notifies the Disclosing Party of the order (if legally permitted to do so) so that Disclosing Party may have the opportunity to seek an appropriate protective order; or H. is disclosed pursuant to the Defend Trade Secrets Act (DTSA), 18 USD Section 1833(b), which states an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (1) in confidence to a Federal, State or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. 5. Return of Confidential Information. Confidential Information, including permitted copies, shall remain the property of the Disclosing Party. Within thirty (30) days of a written request by the Disclosing Party, the Receiving Party shall either return or destroy (if so requested) the Confidential Information, including all copies thereof, to the Disclosing Party and the Receiving Party shall certify the return or destruction of the Confidential Information within ten (10) days of the applicable action. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information solely for archival and/or record keeping purposes. 6. Right to Injunction. The parties agree that Confidential Information is valuable information, the unauthorized disclosure of which may cause irreparable injury for which there may be no adequate remedy at law. The parties agree that the Disclosing Party shall be entitled, without waiving any additional rights or remedies otherwise available at law or equity or by statute, to seek injunctive and other equitable relief in the event of a breach or intended breach of this Agreement. 7. Term. This Agreement shall be effective as of the Effective Date and shall continue for a period of two (2) years, unless earlier terminated by written notice of one of the parties on thirty (30) days’ written notice. All obligations undertaken respecting Confidential Information shall survive termination of this Agreement for a period of three (3) years from date of termination. 8. No Obligations. The furnishing of Confidential Information hereunder shall not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other entity. 9. Relationship. This Agreement does not create a partnership, joint venture, or other legal entity or relationship between the parties. Neither party has the authority to bind the other to any third party. 10. Rights in Confidential Information. No patent, copyright, trademark or other proprietary right is hereby licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given with respect to the Confidential Information disclosed under this Agreement or any use thereof, except that the Disclosing Party warrants that it has the authority to make the disclosures contemplated hereunder. 11. Assignment. Except in the event of a merger, acquisition, internal reorganization or sale of all or substantially all of a party’s assets, this Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the Receiving Party of its obligations hereunder with respect to Confidential Information disclosed to it prior to the assignment. Any assignment in violation of this Agreement shall be void. This Agreement shall be binding upon the parties' respective successors and assigns. 12. Severability. If any provision of this Agreement shall be held invalid or unenforceable, such provisions shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement shall continue in full force and effect. 13. Waiver. A failure by either party to insist upon strict compliance with any of the terms of this Agreement in any instance shall not be construed as a waiver of such terms in the future. 14. Compliance with Laws. Each party shall comply with all federal, state, and local laws and regulations, including the applicable export laws and regulations of the United States, with respect to any information received under this Agreement. 15. Governing Law and Jurisdiction. This Agreement shall be governed in accordance with the substantive laws of the State of New Jersey, without reference to conflict of laws principles. Any and all disputes arising hereunder shall be adjudicated exclusively in the federal or state courts located in the State of New Jersey. 16. Entire Agreement. This Agreement is the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements, and understanding relating thereto. The provisions of this Agreement may not be modified, amended, or waived, except by a written instrument duly executed by both parties. The parties agree that this Agreement may be electronically signed. The parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives by accessing this location.