Nondisclosure Agreement

1. Term of Exchange of Confidential Information and Surviving Obligations.

Acronis and Company agree that this Agreement will apply for a period of one year from the Effective Date (unless extended by mutual written agreement) when one of the parties (“Disclosing Party”) discloses Confidential Information (as defined below) to the other party (“Recipient”). The obligations set forth herein as to each disclosure of Confidential Information will survive the termination or expiration of this Agreement.

2. Confidential Information.

“Confidential Information” means certain commercially valuable, proprietary and confidential information with respect to the Disclosing Party’s business, including without limitation, information that may relate to the Disclosing Party’s products, whether in distribution or under development, trade secrets, computer source code and object code, software and other product designs and specifications, methodologies, financial information and projections, data, developments, ideas, improvements, product and marketing plans, customer and vendor lists, and other oral, visual or written information that the Disclosing Party designates as confidential or proprietary at the time of disclosure or that, under the circumstances surrounding disclosure, or by the nature of the information, would reasonably be understood by the Recipient to be confidential or proprietary, including without limitation any of the foregoing that is Confidential Information of the Disclosing Party’s customers, vendors, partners, licensors or other third party with respect to which the Disclosing Party has an obligation of confidentiality. Confidential Information will not include information that (a) is disclosed in a printed or web publication available to the public, is otherwise in the public domain at the time of disclosure, or becomes publicly known through no wrongful act or omission on the part of the Recipient, or (b) is obtained by the Recipient lawfully from a third party who is not under an obligation of secrecy to Disclosing Party and is not under any similar restrictions as to use. If any Confidential Information is required to be disclosed by a judicial or governmental order, the Recipient will promptly notify the Disclosing Party and take reasonable steps to assist in contesting such order or in protecting the Disclosing Party’s rights prior to disclosure.

3. Purposes.

Each Disclosing Party may in its discretion disclose Confidential Information to enable the Recipient to evaluate the desirability of establishing a business relationship with the Disclosing Party (the “Purpose”).

4. Nondisclosure and Nonuse.

Recipient agrees: (a) to hold the Confidential Information in confidence using reasonable security measures, (b) not to disclose the Confidential Information to any person outside its organization, (c) not to reverse engineer, decompile, disassemble or otherwise attempt to derive software source code, (d) not to remove any proprietary rights legend from, and upon Disclosing Party’s reasonable request to add such legend to, materials disclosing or embodying Confidential Information, and (e) to use the Confidential Information only in connection with the Purpose. Recipient further agrees that it will disclose the Confidential Information received by Recipient under this Agreement only to persons within its organization with a need to know such Confidential Information in the course of the performance of their duties, and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Neither party makes any warranties regarding any Confidential Information disclosed under this Agreement, which is provided “as is” only, and neither party bears any responsibility for any expenses, losses or actions incurred or undertaken as a result of the receipt or reliance upon such Confidential Information.

5. Ownership and Return.

All Confidential Information remains the property of Disclosing Party including, all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to Recipient is granted or implied under this Agreement. At any time on ten (10) days prior written notice from Disclosing Party, Recipient agrees to return all documents and other tangible manifestations of Confidential Information received pursuant to this Agreement or created by the Recipient and embodying any part of the Confidential Information received hereunder orally, visually or in writing (and all copies and reproductions thereof). It is mutually agreed that Recipient and Disclosing Party will have no obligation to enter into any further agreement and that any decision to enter into or continue a business relationship is within each party's sole discretion.

6. Injunctive Relief.

Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Disclosing Party which may be difficult to ascertain. Accordingly, Recipient agrees that Disclosing Party will have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, without obligation to post bond, in addition to any other rights or remedies it may have.

7. Miscellaneous.

This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assignees. This Agreement will be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, and each party irrevocably submits to the exclusive venue and jurisdiction of the state and federal courts in Boston, Massachusetts in any action, suit or proceeding arising out of or relating to this Agreement. Recipient acknowledges that it is subject to United States laws and regulations controlling the export of technical data, computer software and other commodities and agrees not to export or allow the export or re-export of such data, software or other commodities in violation of such laws and regulations. The headings used in this Agreement are for ease of reference only and will not be used to interpret any aspect of this Agreement.