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of any third party. It is understood that said Confidential Information shall remain the sole property of CODA. Evaluator will not, during or subsequent to the term of this Agreement, use CODA's Confidential Information for any purpose whatsoever other than for the purposes set forth in this Agreement. The previously stated obligations of confidentiality do not apply to any information that: (i) is publicly known; (ii) is previously known to the recipient; or (iii) Evaluator had already developed prior to Evaluator's access to the Confidential Information, as evidenced by documents- Evaluator will not take or cause to be taken any physical forms of the Confidential Information (nor make copies of same) without CODA's written permission. Within three (3) days after the termination of this Agreement (or any other time at the other party's request), Evaluator will return to CODA all copies of Confidential Information in tangible form. Despite any other provisions of this Agreement, the requirements of this section will survive termination of this Agreement. If Evaluator attempts to use or dispose of any Confidential Information or any of its aspects or components or any duplication or modification thereof in a manner contrary to the terms of this section, CODA will have the right, without the necessity of filing a bond or other security or proving actual damages, in addition to such other remedies that may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies are inadequate. The employees of Evaluator who are engaged in the project shall execute CODA's standard form of confidentiality agreement. 12. Entire Agreement. This Agreement is the entire understanding between the parties regarding this subject matter, and supersedes any discussion, negotiation, agreement or understanding regarding that subject matter prior to the date this Agreement is finally executed as set forth below. This Agreement and the party's obligations arising under it may not be changed except by a writing signed by an authorized representative of each party. This Agreement binds and inures to the benefit of the parties and their respective legal representatives, successors and permitted assigns. 13. Governing Law. This Agreement is governed by and must be construed in accordance with the law of the State of California as if fully performed therein and without reference to its conflict of laws principles. [Signature page follows] -3-