Audit Reports

In connection with the consideration of a possible business relationship (the “Relationship”) between Otava, LLC, a Missouri Corporation (the “Company”), and , a , (the “Partner”), the Partner and the Company desire to enter into this Confidentiality Agreement. In consideration of the mutual agreements and undertakings contained in this Agreement, the Partner and the Company agree as follows.

In connection with the previous communications between the Partner and the Company, this Agreement, and any discussions that the parties may have in connection with the Relationship, the Company will provide to the Partner access to confidential information, data and records belonging to the Company (the “Confidential Information”). The Partner and the Company agree that while discussions concerning the Relationship are ongoing, the Partner will be in a position of trust and confidence with respect to the Confidential Information of the Company. The Partner agrees that (i) all such Confidential Information is and will remain the property of the Company, (ii) the Partner will use all reasonable means to safeguard the Confidential Information of the Company, and will use means not less than those used to protect its own Confidential Information, and (iii) the Partner agrees not to publish, disclose to others, or use such information for any purposes other than those contemplated by the parties in connection with the Relationship for a period of 2 years after such Confidential Information is disclosed.
If the parties terminate discussions concerning the Relationship, or if the Relationship is not consummated for any reason, the Partner agrees, upon written request from the Company, to promptly return or destroy all embodiments of the Confidential Information and will not retain any copies of the Confidential Information or any embodiments of the Confidential Information, whether in a paper format or in a digital or other machine-readable format. For the purposes of this Agreement, “embodiments of the Confidential Information” includes but is not limited to documents, correspondence, memoranda, written material, graphic material, drawings, plans, models and computer tapes, disks or other storage media, and any copies, abstracts or extracts of the Confidential Information. “Confidential Information” as used in this Agreement does not include documents or information which: (a) were in the Partner’s possession or were known to the Partner prior to receipt from the Company; or (b) are developed by the Partner independently of Confidential Information received from the Company; or (c) are or become public knowledge without the fault of the Partner.
No license or conveyance of any rights under any discoveries, inventions, patents, trade secrets, copyrights or other form of intellectual property is granted or implied by the Company by provision of the Confidential Information to the Partner or the accounting, legal and other professional advisers which the Partner may retain in connection with discussions concerning the Relationship (the “Advisers”). Neither the Company nor its advisers are making any representation or warranty, express or implied, regarding the accuracy or completeness of any of the Confidential Information and the Company will have no liability to the Partner or any other person resulting from the use of the Confidential Information by the Partner or its Advisers. This Agreement will not prohibit the Partner from disclosing any Confidential Information: (i) to the Advisers, (ii) as required by law, or (iii) as required pursuant to a subpoena or other legal process. The Partner will instruct each Adviser to whom the Confidential Information is disclosed of the confidential nature of the Confidential Information and will require each Adviser to agree to be bound by the terms of this Agreement. The Partner will be responsible and liable for any breach of this Agreement by any Adviser.

During the period beginning on the date hereof and ending two years from the date hereof, the Partner agrees not to divert any business or customer of the Company or to initiate or maintain contact (except those made in the ordinary course of business) with any officer, director or employee of the Company regarding (i) the business, operation, prospects or finances of the Company, or (ii) the employment of any such officer, director or employee, except with the express written permission of the Company.

The Confidential Information also includes the fact that discussions concerning the Relationship are taking place and the terms, conditions or other facts concerning the Relationship. Accordingly, the Partner will not, and will direct its Advisers not to, disclose to any individual or entity either the fact that such discussions are taking place or any of the terms, conditions or other facts concerning the Relationship, including the status of such discussions or the Relationship; provided that, if, in the opinion of the Partner’s counsel, disclosure is required by law, the Partner may make such


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required disclosure after notifying the Company of the reasons for such disclosure and the text of the proposed disclosure. If the Partner, or any affiliate of the Partner, proposes to make any disclosure of any Confidential Information to comply with requirements of law, subpoena or other legal process, then the Partner will request confidential treatment of such Confidential Information and must notify the Company of the proposed disclosure as promptly as practical to permit the Company to seek a protective order or other appropriate remedy.
The Partner acknowledges that the use or disclosure of the Confidential Information in a manner inconsistent with this Agreement might cause the Company irreparable damage and agrees that the Company will have the right to seek and be entitled to receive equitable and injunctive relief to prevent any unauthorized use or disclosure or to require return of such Confidential Information. Such relief will include the right to such damages as are occasioned by such unauthorized use or disclosure or refusal to return any Confidential Information.
The parties have executed this Confidentiality Agreement by their duly authorized representatives on , 20 .