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Paper Assets Capital, LLC
30 Knightsbridge Road
Suite 525
Piscataway, NJ 08854
Tel: 888.507.7220
Fax: 888.501.7220
Tel: 888.507.7220
Fax: 888.501.7220
Party's Representatives from unauthorized disclosure or use of the Confidential
information.
5. Indemnification. The Receiving Party agrees to indemnify and hold harmless Paper Assets
Capital, LLC and its employees, officers and directors (collectively, the "Indemnified Parties")
from and against any and all costs and expenses (including reasonable attorney's fees) incurred
by or on behalf of any indemnified Party arising out of any breach by the Receiving Party, or any
of its Representatives, of any provision of this Agreement. In case any proceeding shall be
instituted involving any indemnified Party in respect of which indemnity may be sought
pursuant to this Section 3, such indemnified Party shall promptly notify the Receiving Party in
writing and the Receiving Party, upon request of the indemnified Party, shall retain legal counsel
reasonably satisfactory to the indemnified Party to represent the indemnified Party and any
others the Receiving Party may designate in such proceeding and shall pay the reasonable fees
and disbursements of such counsel related to such proceeding. In any such proceeding, the
indemnified Parties shall have the right to retain their own counsel, but the reasonable fees and
expenses of such counsel shall be at the expense of the indemnified Parties unless (i) the
Receiving Party and the Indemnified Parties shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any impleaded parties)
include both the Receiving Party and the Indemnified Parties and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests
between them.
6. All information and all patents, copyrights, trade secrets and other rights therein, together with
all copies, extracts or other reproductions in whole or in part thereof, shall remain the property
of the Disclosing Party and, upon written request by the Disclosing Party, shall be returned to
the Disclosing Party or destroyed by the Receiving Party, at the Disclosing Party’s option.
Further, all documents, memoranda, notes and other writings whatsoever based on the
information requested to be returned or destroyed shall be destroyed by the party in possession
thereof, and such destruction shall be certified to in writing to the requesting party. The return
and destruction of such materials shall not relieve the parties hereto of their respective
obligations hereunder.
7. Neither this Agreement nor the disclosure or receipt of information shall constitute or imply any
promise or commitment by either party to negotiate with the other party or to consummate the
Proposed Transaction. The Receiving Party understands that PAC has endeavored, and will
continue to endeavor, to include in the Confidential information those materials that it believes
to be reliable for the purpose of evaluating the Transaction, but the Receiving Party
acknowledges that PAC makes no express or implied representation or warranty as to the
accuracy or completeness of the Confidential information (except as may otherwise be provided
in accordance with the terms of any definitive agreement between the parties relating to the
Transaction). The parties agree that, unless and until a definitive agreement between the
Receiving Party and PAC with respect to the Transaction has been executed and delivered,
neither the Receiving Party nor PAC will be under any legal obligation of any kind whatsoever
with respect to the Transaction by virtue of this or any other written or oral expression by it or