1. CONFIDENTIALITY

Each Party shall keep confidential all non-public information received from the other Party in connection with this Agreement, shall use it only for the purposes of this Agreement, and shall not disclose it to third parties without prior written consent, except where disclosure is required by applicable law.

2. NON-BINDING NATURE

This Letter records the Parties' current intent to negotiate and, if agreement is reached, to enter into a definitive agreement regarding the transaction described herein. Except for the provisions expressly identified below as binding, this Letter does NOT create any binding obligation on either Party to proceed, to negotiate exclusively, or to enter into any definitive agreement, and does not itself constitute a contract for the transaction. Neither Party will have any claim against the other arising solely from a decision not to proceed.

3. BINDING PROVISIONS

The Parties intend the following specific provisions to be binding upon signature, independent of whether a definitive agreement is reached:

• Confidentiality (Section on confidentiality below)

4. GOVERNING LAW

This Agreement is governed by the law agreed by the Parties: —. The Parties will first attempt to resolve any dispute amicably.