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CODA AUTOMOTIVE. INC. NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ([he "Agreement") is made and entered into as of the date last signed (the "Effective Date") by Coda Automotive, Inc., a Delaware corporation, (together with its subsidiaries and affilia[es_ "Coda") and [he party set forth in [he signature block ("Recipient"). 1. Purpose. The parties wish to explore a business opportunity of mutual interest and benefit ([he "Purpose"). In connection with the Purpose, Coda may disclose to Recipient certain confidential technical and business information that Coda desires to treat as confidential. 2. "Confidential Information" means any information disclosed by Coda to Recipient, either directly or indirectly in writing, orally, or by inspection of tangible objects (i) that Coda identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of [he information itself, in either case including without limitation, historical and projected financial information, business models, information regarding suppliers, development plans and strategies, and marketing plans and strategies. Confidential Information may also include confidential or proprietary information that has been disclosed [o Coda by a third party, including information of any supplier to or contracting party of Coda which is disclosed pursuant hereto by Coda (or on behalf of Coda, including by such supplier or contracting party) which is permitted to be disclosed subject to confidentiality or non- disclosure understandings such as that contained herein. 3. Exceptions. Notwithstanding Section 2, Confidential Information shall no[ include any information which (i) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public without breach of this Agreement by Recipient; (ii) was acquired by Recipient without restriction as to use or disclosure before receiving such information from Coda, as shown by Recipient's files and records immediately prior to the time of disclosure; (iii) is obtained by Recipient without restriction as to use or disclosure by a third party authorized to make such disclosure' or (iv) is independently developed by Recipient without use of or reference to Coda's Confidential Information, as shown by documents and other competent evidence in Recipient's possession. Por purposes of this Agreement, Confidential Information shall not be deemed to be publicly known merely because individual elements thereof are separately publicly known. 4. Permitted Use. Recipient may only use Coda's Confidential information in connection with [he Purpose for [he mutual benefit oY' both parties. Recipient shall not reverse engineer, disassemble or de-compile any prototypes, software or other tangible objects that embody Coda's Confidential Information unless written consent for such actions is received tram Coda. If such a prohibition is not permitted pursuant to applicable law, Recipient shall provide Coda written notice prior to undertaking any such reverse engineering, and shall give Coda a reasonable amount of time to provide any interface information required by law prior to commencing such reverse engineering. Recipient shall not make any copies of Coda's Confidential Information unless Coda previously approves the same in wri Ling. Recipient shall reproduce Coda's proprietary rights and confidentiality notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. 5. Maintenance of Confidentiality. Recipient will maintain the confiden[i ality of Coda's Confidential information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. Recipient will not disclose any of Coda's Confidential Information [o employees or to any third parties except to Recipient's employees who have a need to know such information in connection with the Purpose and have agreed to abide by non-disclosure terms a[ least as protective of C'oda's Confidential Information as those set forth herein. 6. Disclosure Required by Law. In the event Recipient is required by law or a valid and effective subpoena or order issued by either a court of competent jurisdiction or a governmental body to disclose any of Coda's Confidential Information. Recipient shall promptly notify Coda in writing of the existence, terms, and circumstances surrounding such required disclosure so [hat Coda may seek a protective order or other appropriate relief from the proper authority. Recipient shall cooperate with Coda in seeking such order or other relief. If Recipient is nonetheless required to disclose Coda's Confidential Information, it will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that such Confidential Information will be treated confidentially to the extent possible. 7. Duration of Protection. The obligations set forth herein with respect to Coda's Confiden[i al Information shall be protected by this Agreement until such information is no longer Confidential Information because it is covered by an exception set forth in Section 3. 8. Term. This Agreement shall be effective as of the EtTective Date and shall remain in effect for a period of one (1 ) year. Thereafter, the Agreement shall automatically renew for additional automatic one (1) year terms if any Confidential Information has been exchanged within three (3) months preceding the renewal date. Otherwise, the agreement shall expire. Upon expiration or termination of this Agreement, [his Agreement shall survive to the extent necessary to protect Confidential Information exchanged during the term of the Agreement pursuant to Section 7. 9. No Oblieation. Nothing herein shall obligate either party to purchase, sell, license, transfer, or otherwise dispose of any technology, services or products, or to engage in any other business transaction. Each party reserves the right, in its sole discretion, to terminate the discussions concerning the Purpose at any time. 10. Ownership and IP. All of Coda's Confidential Information shall remain the sole property of Coda. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trademark or other intellectual property tch _? -