Purpose: NON DISCLOSURE AGREEMENT Date:  Jul.1,2016  Initiated by: 2016 Legal Services PC No:  46D-10/53455      Change:English Non-Disclosure – Reciprocal Proprietary and Confidential

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT, effective on the date when signed by the last Party (“Effective Date”), is between

ELISA GSD on behalf of itself and its Affiliate (collectively “ELECTROLUMINESCENT STORE”), and

CLIENTS, on behalf of itself and its Customers (collectively “CLIENTS”). Each Party may be referred to in the singular as “Party” or in the plural as “the Parties” to this Agreement. For purposes of this Agreement, the Party disclosing confidential information hereunder is hereinafter referred to as the “Disclosing Party”, and the Party receiving confidential information hereunder is hereinafter referred to as the “Receiving Party.”

The Parties agree as follows:

1. In connection with any and all ongoing discussions or negotiations between ELISA and CLIENTS relating to aviation, electroluminescent technology and potential business opportunities between the Parties relating to the supply, development, use or license of ELISA’s electroluminescent devices and/or technology by ELECTROLUMINESCENT STORE (“Purpose”), either Party may find it beneficial to disclose to the other Party certain confidential or proprietary information in written, oral or other tangible or intangible forms, which may include, but is not limited to, past, present and future research, discoveries, ideas, concepts, know-how, techniques, designs, specifications, formulations, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans, identification of suppliers and customers, and potential suppliers and potential customers and other technical, financial, marketing, or business information (individually and collectively, “Information”). Information disclosed, whether in tangible or intangible form, including, but not limited to, electronic mail or other electronic communications, oral communications, demonstrations, physical documents, demonstrated processes and technologies, and presentation materials, shall be deemed confidential and proprietary unless otherwise indicated or as set forth in this Agreement. Information that is solely disclosed orally shall be summarized in writing by the Disclosing Party and the writing submitted to the Receiving Party within thirty (30) days of disclosure.

2. Both Parties understand that, except as otherwise agreed in writing, the Information which it may receive concerning the other Party’s future plans with respect to the Purpose is tentative and is not intended to represent firm decisions by either Party concerning the implementation of such plans. Information provided to either Party hereunder does not represent a commitment by either Party to purchase or otherwise acquire any products or services from the other Party. If either Party desires to purchase or otherwise acquire any products or services from the other Party, the Parties will execute a separate written Agreement to govern such transactions.
3. The Receiving Party shall:
4. hold such Information in confidence with the same degree of care with which the Receiving Party protects its own confidential or proprietary Information, but no less than reasonably prudent care;
5. restrict disclosure of the Information solely to its employees with a need to know such Information, advise those persons of their obligations hereunder with respect to such Information, and assure that such persons are bound by obligations of confidentiality no less stringent than those imposed in this Agreement;
6. use the Information only as needed for the Purpose;
7. except as reasonably necessary for the Purpose, not copy, distribute, or otherwise use such Information or knowingly allow anyone else to copy, distribute, or otherwise use such Information; any and all copies shall bear the same notices or legends, if any, as the originals; and
8. upon request, promptly return to the Disclosing Party all Information that is in tangible form; as to Information that was disclosed or is stored in intangible form, including, but not limited to electronic mail or other electronic communications , upon request by the Disclosing Party, the Receiving Party shall certify in writing within fifteen (15) business days to the Disclosing Party that all such Information has been destroyed or, if the Information was recorded on an erasable storage medium, that Receiving Party has used reasonable efforts to erase all such intangible Information. Notwithstanding the foregoing, each Party shall be permitted to retain one copy of Information under the control of its legal department to be used solely for purposes of determining compliance with its obligations hereunder.
9. The Receiving Party shall have no obligation to preserve the confidential or proprietary nature of any

Information which: was already known to the Receiving Party free of any obligation to keep it confidential at the time of its disclosure by the Disclosing Party as evidenced by the Receiving Party’s written records prepared prior to such disclosure; or

10. is or becomes publicly known through no wrongful act of the Receiving Party; or
11. is rightfully received from a third person having no direct or indirect secrecy or confidentiality obligation to the Disclosing Party with respect to such Information; or
12. is independently developed by an employee, contractor or agent of the Receiving Party or a third party not associated with Purpose and without reliance on or use of the Information, which may be evidenced by the Receiving Party’s written records; or
13. is approved for release by written authorization by the Disclosing Party; or
14. it is required to disclose pursuant to an order of a duly empowered government agency or a court of competent jurisdiction, provided due notice and an adequate opportunity to intervene is given to the Disclosing Party, unless such notice is prohibited by such order, in which case, the Receiving Party shall disclose only such Information as is required and shall use reasonable efforts to obtain confidential treatment for any Information that is so disclosed.

15. Unless earlier terminated by a Party in writing to the other, or extended by mutual written agreement of the Parties, the term of this Agreement shall be three (3) years from the above stated Effective Date. Any Information relating to Purpose that is disclosed by one Party to the Three other Party shall remain confidential for five (5) years from the date of expiration or terminations of this Agreement.
16. Any disclosed Information shall be deemed the property of the Disclosing Party, who shall retain exclusively rights to such Information. Nothing contained in this Agreement shall be construed as granting or conferring any patent, copyright, trademark or other proprietary rights by license or otherwise in any such Information, except for the right to use such Information in accordance with this Agreement.

17. This Agreement shall benefit and be binding upon the Parties hereto and their respective successors and assigns. Each Party shall ensure its Affiliates’ compliance with the terms of this Agreement. For the purposes of this Agreement, the term “Affiliate” means (1) a company, whether incorporated or not, which owns, directly or indirectly, a majority interest in either Party (a “parent company”), and (2) a company, whether incorporated or not, in which a fifty percent (50%) or greater interest is owned, either directly or indirectly, by (i) either Party or (ii) a parent company.
18. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY INFORMATION FURNISHED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT.
19. In the event the Receiving Party discloses, disseminates, or releases any confidential or proprietary Information received from the Disclosing Party, except as provided in Section 4, such disclosure, dissemination, or release shall be deemed a material breach of this Agreement. In the event of such breach, the Disclosing Party may demand prompt return of all confidential and proprietary Information previously provided to the Receiving Party and terminate this Agreement. Either Party may terminate this Agreement at any time upon sixty (60) days’ written notice to the other Party. The provisions of this Section are in addition to any other legal rights or remedies the Disclosing Party may have in law or in equity.

20. This Agreement may only be changed or supplemented by a written amendment signed by authorized representatives of the Parties to this Agreement. In addition, this agreement implies franchisee acceptance of terms of electroluminescent store network.
21. This NDA shall be interpreted and construed under the Laws of the United States
22. All disputes or differences which may arise between the Parties out of or in relation to this NDA shall, unless settled by amicable arrangement, be finally settled under the Rules of Conciliation and Arbitration of the New-York Chamber of Commerce, by one or more arbitrators appointed in accordance with the said Rules. The arbitration shall take place in New-York, States.
23. Original signature transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that of an original signature. This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date the last Party