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This Agreement is made and entered into by and between PrecisionX Group, LLC and all of its subsidiaries (the “Company”), and aforementioned company (the “Recipient”). For the purposes of protecting the confidentiality of certain financial cus‐ tomer and vendor information to be disclosed by Company to Recipient, Recipient and the Company agree as follows: Recipient shall not disclose to any other person, firm or corporation, other than its agents or representatives, including without limitation, attorneys, accountants, consultants and financial advisors (collectively, “Representatives”), who have a “need to know” for purposes of evaluating any information received verbally or in writing from the Company pertaining to its business affairs, including without limitation, its products, technologies, financial statements and customer and vendor data, including any such information relating to the Company’s subsidiaries and affiliates, (“Confidential Information”), regardless of the form of such information. Recipient further agrees to inform its Representatives of the confidential nature of the Confidential Information. It will be the responsibility of Recipient to ensure that its Representatives who are given access to Confidential Information are bound by and conduct their investigations in accordance with the terms of this Agreement, and Recipient guarantees the full and substantial performance by such persons of the terms and conditions of this Agreement. Recipient agrees to use such Confidential Information only in connection with consideration of the matter pursuant to which such infor‐ mation is disclosed. Recipient agrees to notify the Company immediately in writing in the event of any disclosure of Confidential Information by Recipient or any of its Representatives. In order for information to be deemed Confidential Information, it need not be marked by the Company as such. Any infor‐ mation disclosed orally shall be deemed to be Confidential Information, unless otherwise identified by the Company. Recipient agrees that any information disclosed to it by the Company prior to the execution of this Agreement shall be subject to the terms of this Agreement. Information shall not be deemed Confidential Information and Recipient shall have no obligation with respect to any such Information that (i) is already known to Recipient a the time of its disclosure by the Company, (ii) is, or becomes, publicly known, through publication or otherwise, and through no prohibited act of Recipient; (iii) is received by Recipient from a third party without similar restriction as to non-disclosure and without breach of this Agreement; or (iv) is approved for release by written authorization of the Company. The Confidential Information shall be and remain the property of the Company and will be returned to the Company immedi‐ ately, upon written request, or destroyed, at the Company’s option, together with all copies, analyses, compilations, studies or other documents or records prepared by Recipient or its Representatives. This Agreement and performance hereunder shall be interpreted in accordance with and shall be governed by the laws of the State of Illinois, without giving effect to the principles of conflict of laws thereof.