Both parties recognize each other the necessary legal capacity to contract and bind themselves, and may be referred to hereinafter as the Receiving or Disclosing Party and, to that effect,

HAVE EXPRESSED
That the Parties intend to enter into business negotiations and that, to that end, each party will disclose to the other certain business and other information on a confidential basis. WHEREAS, for the purposes hereof, each Party may disclose to the other Party certain information (referred to as the "Disclosing Party" of the respective information) or receive from the other Party certain information (referred to as the "Receiving Party" of the respective information), or perform both activities simultaneously or alternatively. That it is of vital importance for the Parties to protect their own confidential information that will be disclosed to the other during the term and under the terms of this agreement. The parties, by virtue of the foregoing,

AGREE
1. Definition of Confidential Information. In this Agreement, "Confidential Information" means any technical and non-technical information in any format, including material, relating to operations developed or proposed, or under development provided by either party to the other, including but not limited to (a) contractual documentation, (b) copyrighted information, and (c) ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatus, equipment, algorithms, computer programs, software code, formulas relating to each party's current and future products, proposals and services, and including without limitation pertinent information relating to research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and disclosing party information.

2. Exceptions to Confidential Information. The obligations of each Party under this Agreement with respect to any Confidential Information of the other Party shall terminate when the party to whom the Confidential Information was disclosed (the "Recipient") can establish that: (a) it was in the public domain at the time it was communicated to the Recipient by the other party, (b) it became in the public domain subsequent to the time it was communicated to the Recipient through no fault of the Recipient, (c) it had already lawfully acquired it from a third party without any obligation of confidentiality at the time it was communicated by the other party, (d) it was lawfully transmitted by a third party to the recipient after the time when it was communicated by the other party, (e) where it was communicated by the transferor to a third party without a duty of confidentiality, (f) the disclosure was required by a court order or other administrative body, was required by law, or was necessary to establish the rights of the parties under this Agreement, (g) the disclosure was required by a court order or other administrative body, was required by law, or was necessary to establish the rights of the parties under this Agreement, (h) the disclosure was required by a court order or other administrative body, was required by law, or was necessary to establish the rights of the parties under this Agreement.

3.Handling of Confidential Information. The parties agree that at all times, including after termination or expiration of this Agreement, they will maintain strict confidentiality and will not use the Confidential Information for any purpose other than as provided in this Agreement. Each party shall only permit access to the Confidential Information of the other party to those of its employees or authorized representatives who have a need to know and who shall be subject to signed confidentiality agreements with respect to this Agreement or are subject to confidentiality obligations at least as restrictive as those contained herein.

4. Duration and Termination. The term of this Agreement shall be ten (10) years from the date of this Agreement. The obligations of the Parties under this Agreement shall survive termination of the agreement between the parties and shall be binding on the successors of the recipient of the information for a period of ten (10) years. Upon termination or expiration of the Agreement, or upon written request by either party, each party shall promptly return to the other all documents and other tangible materials representing confidential information and all copies thereof.

5. Warranties. Each party represents and warrants to the other party that (I) it has the requisite capacity and authority to enter into this Agreement, (II) this Agreement constitutes its legally binding and enforceable obligation in accordance with its terms, and (III) the execution and performance of this Agreement, including the disclosure of confidential information, will not result in a breach of any other obligations previously assumed to third parties, nor is it an infringement of any third party's rights.

6.No Grant of Rights. The parties acknowledge and agree that nothing in this Agreement shall be construed as conferring any proprietary right, whether by license or otherwise, in any Confidential Information of the other party disclosed pursuant to this Agreement, or in any invention or any patent, copyright, trademark or other intellectual property right that has been or may be produced, based on such Confidential Information. Neither party may manufacture, have manufactured, use or sell any product or other item that uses, incorporates, or is derived from the Confidential Information of the other party.

7. Breach and Indemnification. The parties acknowledge that the breach of this Agreement by the Recipient may cause irreparable harm to the Issuer and the party disclosing the confidential information shall be entitled to seek monetary damages.

8. General Provisions. A) This Agreement shall be governed by, executed and construed in accordance with the laws of Spain and any disputes that may arise shall be submitted to the jurisdiction of the Courts and Tribunals of Madrid. B) If any provision of this Agreement is held to be unenforceable, void or ineffective, such circumstance shall not affect the remainder of the Agreement, which shall remain valid and effective as a whole, and in such event such unenforceable, void or ineffective provision shall be modified and construed so as to achieve the purpose of such provision within the limits of applicable law. C) Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. D) This Agreement contains the complete and exclusive agreement reached with respect to the disclosure of Confidential Information between the parties and supersedes any prior oral or written communications between the parties with respect to Confidential Information. E) This Agreement may be executed in multiple copies, which shall form a single instrument.

9.Statutory Scheme of Law. If any provision or portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision or portion shall be modified or deleted to the extent necessary to make it valid and enforceable, without affecting the validity and enforceability of the remaining provisions and portions of this Agreement. A) Notice of Default: Either party shall immediately notify the other party in the event of a breach or threatened breach of any provision of this Agreement. B) Amendment: This Agreement may be amended in writing and with the mutual consent of both parties. C) Authority: Each party represents and warrants that it has the authority and capacity to enter into this Agreement. D) In Witness Whereof: The parties hereto have executed this Agreement in duplicate by their authorized representatives.

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