Terms of Use — Evaluation Software and Services

This Terms of Use Agreement (“Agreement”) is a legal contract between you (“You”) and CuroGens, Inc. (“CuroGens”). The right to receive a demonstration of the Evaluation Software is granted only on the condition that You agree to the following terms. As used herein, “Evaluation Software” means the computer programming code and accompanying documentation, if any, selected by You through Microsoft’s portal, and displayed as a demonstration by CuroGens under the terms of this Agreement.

PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING ON THE “I ACCEPT” BUTTON. BY CLICKING ON THE “I ACCEPT” BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU REPRESENT AND WARRANT TO CUROGENS AND THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT FOR YOUR ORGANIZATION.

1. Purpose. For the purpose of receiving a demonstration or Evaluation Software selected by You from the Microsoft’s portal (the “Purpose”), You may have access to Evaluation Software from CuroGens and a party (the “Recipient”) may have access to information from the other party (the “Discloser”) which the Discloser considers confidential and which has been identified as confidential or would be understood to be confidential by a reasonable person under the circumstances (“Confidential Information”).

2. Use. You may only use the Evaluation Software from CuroGens to evaluate the functionality. The Evaluation Software may not be used commercially or in any production environment. You will not reverse engineer, decompile or disassemble in any way the Evaluation Software.

3. Confidentiality. The Recipient of any Confidential Information will use the same care and discretion that they use with their own confidential information, but in no event using less than a reasonable standard of care. The Recipient will restrict access to the Confidential Information to those engaged in the Purpose. However, the Recipient shall not be required to keep confidential any information which is or becomes publicly available, is already in Discloser’s possession, is independently developed by Disclosure outside the scope of this Agreement, or is rightly obtained from third parties.

4. Ownership. Confidential Information and Evaluation Software will remain the property of the Discloser. The Discloser does not grant any express or implied license under any patents, trade secrets, copyrights, trademarks or other rights.

5. Term. This Agreement shall have a term of thirty (30) days, unless earlier terminated by either party upon written notice to the other party. Recipient’s obligations with respect to any Confidential Information will survive for a period of three (3) years after any termination of this Agreement; provided however, that Your obligations shall continue indefinitely with respect to any Confidential Information constituting a trade secret. You will return or destroy all Evaluation Software and Confidential Information provided by CuroGens (including copies thereof) upon termination.

6. Governing Law. This Agreement is governed by the laws of the State of Indiana.

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