This Mutual Confidentiality and Network Access Agreement (“Agreement”) dated as of _________________ is entered into between, Slalom, Inc., dba Slalom, a Delaware corporation, (“Slalom”) and

_________________________________________________________________________ (“Individual”)

the “parties,” and each a “party. ” The parties hereby agree as follows:

  1. Purpose. In connection Slalom providing building access and working space for Individual within Slalom’s downtown Chicago location (the “Work Space”), either party may be exposed to or disclose to the other party certain proprietary information which the disclosing party considers and wishes to keep confidential.

  2. Definitions.

    a. “Proprietary Information” includes, but is not limited to, the following types of information and other information of a similar nature, whether or not reduced to writing or designated as confidential: technical or scientific data; future development plans; know-how; research; products; services; inventions; ideas; processes; designs; drawings; models; sketches; lists; strategies; engineering plans; marketing and business development plans and techniques; methods of obtaining business; cost, fee and other financial data; pricing and billing policies; personnel information; names, contact information and other customer information; vendor names and other vendor information; forecasts and forecast assumptions; purchasing and internal cost information; and the manner and methods of conducting business. Proprietary Information shall include, but not be limited to, all materials and information which a reasonable party in the disclosing party’s industry would consider confidential as well as those marked “Proprietary Information.” Proprietary Information may also include information disclosed by third parties to a party hereto (and for purposes of this agreement, shall be considered disclosed by the disclosing party). Proprietary Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the receiving party in violation of this Agreement; (iii) is in the possession of the receiving party, without confidentiality restrictions, at the time of disclosure, as shown by the receiving party’s files and records; (iv) is obtained by the receiving party from a third party who is not known by the receiving party to have obligations of confidentiality regarding such information; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Proprietary Information, as shown by documents and other competent evidence in the receiving party’s possession. Proprietary Information shall only include information as described above that a party is exposed to or receives as a result of Individual being located in the Work Space.

  3. Disclosure Restrictions. Each receiving party agrees not to disclose, display, provide, transfer, or otherwise make available all or any part of the Proprietary Information to any person or entity, except to those employees, consultants, financial, legal or other advisors of the receiving party who are required to have the information in order to evaluate or engage in discussions with the disclosing party and who are under an obligation of confidentiality consistent with the terms of this Agreement. The parties shall not disclose any terms proposed or under discussion, or the fact that the parties are engaged in such discussions. Such proposed business relationship shall be treated as secret and confidential. Each receiving party agrees to treat such Proprietary Information disclosed to it with at least the degree of care that it treats similar materials of its own.

  4. Use Restrictions. Each receiving party agrees not to use Proprietary Information disclosed to it for its own use or for any purpose except to evaluate whether to become or remain engaged with the other party in a business relationship or, after becoming engaged, to carry out such business. The receiving party shall not make copies of the Proprietary Information unless previously approved in writing by the disclosing party. Each receiving party agrees not to reverse engineer, disassemble or recompose any materials, prototypes, or other tangible objects which embody the Proprietary Information. The receiving party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Proprietary Information in order to prevent it from falling into the public domain or the possession of unauthorized persons. The receiving party agrees to notify the disclosing party promptly in writing of any misuse or misappropriation of such Proprietary Information which may come to its attention.

  5. No Warranty. ALL PROPRIETARY INFORMATION IS PROVIDED “AS IS.” EACH DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ITS PROPRIETARY INFORMATION.

  6. Termination of Obligations. This Agreement shall terminate once Individual’s use of the Work Space has ceased. Notwithstanding any termination hereof, the receiving party’s obligations under this Agreement shall terminate with respect to any particular portion of the Proprietary Information upon the earlier to occur of: (a) such information is no longer Proprietary Information pursuant to Section 2(i) through (v) of this Agreement; or (b) five (5) years from the date such information was disclosed, provided that the receiving party’s obligations hereunder shall survive and continue in effect with respect to any Proprietary Information that is a trade secret under applicable law until such time that the information is no longer a trade secret.

  7. Property Rights; No License Granted. All Proprietary Information of a party shall remain its property. Nothing in this Agreement is intended to grant any license or rights to a receiving party under any patent, copyright, trade secret or other intellectual property right, nor shall this Agreement grant the receiving party any license or rights in or to the Proprietary Information.

  8. Return of Proprietary Information. At the request of the disclosing party, upon termination of discussions or upon termination of the business relationship between the parties, the receiving party shall promptly return to the disclosing party all Proprietary Information together with all copies made thereof and all documents and things containing any portion thereof (or in the discretion and at the direction of the disclosing party, shall destroy such information); provided that, the receiving party shall be permitted to retain a back-up copy of such Proprietary Information as required by law, rule, regulation or internal compliance policies, which retained Proprietary Information shall continue to be subject to the provisions of this Agreement.

  9. Disclosure Required by Law. Notwithstanding anything to the contrary contained in Section 3 and 4 hereof, the receiving party may disclose or deliver Proprietary Information of the disclosing party only to the extent that such disclosure or delivery is necessary for the receiving party to comply with any law, rule, regulation, order of court or other legal process; provided that, unless prohibited by applicable law, the receiving party shall give the disclosing party reasonable advance notice of any such proposed disclosure or delivery, shall use its reasonable efforts to secure from any person obtaining access to the Proprietary Information of the disclosing party pursuant to this Section 9 an agreement in writing to be bound by the provisions of Sections 3 and 4 of this Agreement, and shall advise the disclosing party in writing of the manner of such disclosure. At the expense of the disclosing party, the receiving party shall reasonably support the efforts of the disclosing party to limit the scope of the disclosure and/or to obtain an order or other reliable assurance that confidential treatment will be accorded to the Proprietary Information. If the disclosing party is not able to secure such order or assurance, then the receiving party will only disclose that portion of the Proprietary Information that its legal counsel advises it is required to disclose and the receiving party will exercise reasonable efforts to obtain reasonable assurance that confidential treatment will be accorded to such Proprietary Information.

  10. Slalom Guest Wireless Network Access. While using the Work Space the Individual will access the Internet through a Guest Wireless Network Service (“GWNS”) operated by Slalom. The use of the GWNS shall be governed by the GWNS terms and conditions in this Section 10, as well as all other applicable statutes or laws.

Unauthorized use of this GWNS is strictly prohibited.  The GWNS is only available at designated Slalom locations; service coverage, speeds and quality may vary.  The GWNS is subject to periods of unavailability, including emergencies, transmission problems, equipment or network problems or limitations, interference, lack of signal strength, and issues relating to maintenance and repair.  Access to the GWNS is provided per the invitation of Slalom, and access to the GWNS may be blocked, suspended, or terminated at any time in Slalom’s sole discretion. Slalom shall not be liable for any damages, losses, cost or expenses caused by or arising out of termination of the GWNS.  The GWNS does not include any entitlement or access to printing, network storage or electronic mail service provided by Slalom.

The GWNS may not be used for any purpose that is, improper, unlawful, unethical  or prohibited, including but not limited to:

• Use of the GWNS in a manner which will interfere materially with the continued operation of the GWNS;

• Use of the GWNS in any manner that infringes another's copyrights, patents, trademarks, or intellectual property rights;

• Use of the GWNS to engage in libel, defamation, harassment, intentional misrepresentation or fraud, or publication of confidential information or information that is subject to applicable privacy statutes or regulations;

• Use of the GWNS to introduce viruses, trojan horses, worms, or any other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

• Use of the GWNS to gain illegal or unauthorized access to other computers or networks;

• Use of the GWNS to attempt to intercept, collect or store data about third parties without their knowledge or consent;

• Use of the GWNS to send unsolicited messages, "spam", or "junk mail";

• Use of the GWNS to provide service by proxy or other means to other computers/users.

Use of the GWNS comes with no expectation of privacy.  Slalom reserves the right to monitor the use of the GWNS to ensure compliance with this Agreement and applicable laws and regulations.  Slalom also reserves the right to monitor transmissions and to collect and use personal information to assist in providing the GWNS and in monitoring network health and performance and to otherwise solve problems associated with the GWNS.

Users of the Slalom GWNS use the GWNS at their own risk.  Slalom shall not be liable for any damages arising from use of the GWNS, including but not limited to any damages arising out of or in any way related to:

• loss or breach of privacy or security;

• personal injury or property damage;

• interruption or failure of service;

• loss of data or interception of data or transmission;

• loss due to unauthorized access

• loss due to viruses or other harmful computer programming components;

• losses resulting from any goods or services purchased or messages or data received or transactions entered into through the GWNS;

The connection provided by the Slalom GWNS is not secure.  Communications may be intercepted by others.  It is Individual’s responsibility to install and deploy any additional technological tools and practices that they may deem necessary to protect sensitive communications/ data.  Security of the Individual’s computers or other networked devices is the sole responsibility of Individual.  Slalom recommends the installation of anti-virus software or personal firewall technology on Individual’s equipment to protect the device from unauthorized access or damage.

11. Remedies. The receiving party agrees that its obligations hereunder are necessary and reasonable to protect the disclosing party, and expressly agrees that monetary damages may be inadequate to compensate the disclosing party for any breach of any covenant or agreement set forth herein. The receiving party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party may be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.

12. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns, provided that the right to receive Proprietary Information may not be assigned without the written consent of the disclosing party. This Agreement shall be governed by and construed in accor­dance with the laws of the State of New York without reference to conflict of law principles. Failure to enforce any provision of this Agreement shall not constitute a waiver of any other provision hereof. This Agreement contains the entire agree­ment of, and supersedes any and all prior understandings, arrangements and agreements between the parties, whether oral or written, with respect to the subject matter hereof. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same agreement. All headings are inserted for convenience of reference only and shall not affect its meaning or interpretation.

Slalom, Inc. _______________________________________


By: ____________________________________ By: ____________________________________

Printed: ___________________________________ Printed: __________________________________

Title: _____________________________________ Title: ____________________________________

Dated: ___________________________________ Dated: ___________________________________