And Confidentiality Agreement

AMTRAKNON-DISCLOSURE

AND CONFIDENTIALITY AGREEMENT

FOR MARKET RESEARCH DATA

This Non-Disclosure and ConfidentialityAgreement (“Agreement”) is entered into and is effective as of the ___ day of ______, 2013("Effective Date") by and between the National Railroad Passenger Corporation ("Amtrak"),a corporation organized under 49 U.S.C. § 24101 et seq. and the laws of the District of Columbia, having a principal place of business at 60 Massachusetts Ave., N.E., Washington, D.C. 20002 (“Amtrak”) and ______("Company").

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Amtrak is willing disclose Confidential Information solely for the purpose of ______(the “Business Purpose”).

In consideration of the mutual promises made in this Agreement, and to protect the Confidential Information, the parties agree as follows:

1.Definition of Confidential Information. Company acknowledges and agrees that the Confidential Information means any and all non-public, confidential and proprietary information, furnished by Amtrak to Company. As way of example, and not limitation, such Confidential Information may include plans, drawings, specifications, contract documents, technical and non-technical data, product plans, trade secrets, know how, research, hardware, engineering, models, formulas, patterns, designs, compilations, computer programs and software (including source and object code), third party reports and analysis devices, inventions, methods, techniques, processes, research, business plans, financial data, marketing data, lists of actual or potential customers and suppliers, photographs, videotapes, or other such documents of any nature or description. Confidential Information shall expressly include any and all information derived from the foregoing Confidential Information.

2.Obligations. Unless otherwise agreed to in writing by Amtrak, Company agrees (a) to keep all Confidential Information in strict confidence and not to disclose or reveal any Confidential Information to any person, other than Company’s employees, contractors and agents who are actively and directly involved in the Business Purpose and who have a need to know the Confidential Information and who have agreed to keep the Confidential Information confidential in accordance with the terms and conditions of this Agreement, (b) not to use Confidential Information for any purpose other than in connection with the Business Purpose, and (c) not to disclose to any person the fact that discussions are taking place with respect to the Business Purpose or any terms or conditions with respect thereto (including the status thereof), or the fact that Confidential Information has been made available to Company. Company shall treat all Confidential Information of Amtrak by using at least the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information. Any copies made of the Confidential Information, or any part thereof, must be labeled or affixed with an appropriate confidentiality, proprietary and/or trade secret notice.

3. Exceptions. Notwithstanding the above, the obligations shall not apply to any information that:

(a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Company;

(b) is proven by written evidence to have been independently developed by Company without any reference to the Confidential Information; or

(c) is disclosed pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that the Company shall provide prompt written notice of such court order or requirement to Amtrak to enable Amtrak to seek a protective order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with Amtrak to obtain such protective order or other appropriate remedy. Moreover, Company shall use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment.

4.Software. If software is provided under this Agreement, the Company agrees it will not attempt to reverse engineer or de-compile any software programs provided under this Agreement.

5.Return or Destruction of Confidential Information. Company agrees to return to Amtrak all written materials embodying Confidential Information or to destroy such materials promptly, including all copies made by Company, at the request of Amtrak or upon termination of this Agreement. Company agrees to provide Amtrak a destruction certificate if so requested. Notwithstanding the return or destruction of Confidential Information, Company will continue to be bound by the terms of this Agreement.

6.Equitable Relief; Attorneys’ Fees and Court Costs. Company acknowledges that any use or disclosure of the Confidential Information that is inconsistent with the restrictions set forth in this Agreement will cause immediate irreparable harm to Amtrak for which there is no adequate remedy at law. Accordingly, Company agrees that Amtrak shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach. Company agrees and stipulates that Amtrak shall be entitled to such injunctive relief without posting a bond or other security. Company further agrees that Amtrak shall be entitled to reasonable attorneys’ fees and other court costs and expenses, upon the finding by a court of competent jurisdiction of a breach of this Agreement. Nothing contained herein shall limit Amtrak’s rights to any remedies at law, including the recovery of damages from Company for breach of this Agreement.

7.Duty to Notify. Company agrees that it shall immediately notify Amtrak in writing of any known or suspected disclosure, access or use of the Confidential Information that is not authorized under this Agreement.

8.Third-Party Beneficiaries. To the extent Amtrak discloses, or provides for the disclosure of, Confidential Information of a third party, that third party shall be a third-party beneficiary to this Agreement and shall be entitled to enforce this Agreement directly against Company as the third party’s interests may warrant.

9.Audit. Amtrak reserves the right to audit Company’s security practices and procedures (and those of its contractors and agents, as applicable) to ensure that it is in compliance with the terms of this Agreement.

10.No Warranty. Company agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information. Accordingly, Company acknowledges that Amtrak makes no express or implied representation or warranty as to the accuracy or completeness of any Confidential Information and Company agrees that Amtrak shall have no liability (a) for any errors therein or omissions therefrom or (b) relating to or arising from use of any Confidential Information by Company.

11.Term, Continuing Obligation. The term of this Agreement shall be for six (6) months. The obligations and restrictions with respect to any particular Confidential Information shall extend for perpetuity from and after the date Company learns of such Confidential Information. Provisions which by their sense and context are meant to survive termination of this Agreement shall so survive.

12. Company Information. It is understood that Amtrak does not desire to receive any confidential information from Company and, with respect to any information provided by Company to Amtrak, Amtrak shall not have any confidential obligations unless Amtrak specifically agrees in writing by a separate agreement.

13.Successor and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of either party, provided that this Agreement may not be assigned by Company without the prior written consent of Amtrak.

14.Relation between the Parties. Company acknowledges that all Confidential Information disclosed to it is, and shall remain, the property of Amtrak and nothing contained herein shall be construed as granting to or conferring upon Company any rights, by license or otherwise, in any intellectual property. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties.

15.Severability. In case any of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provisions(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability.

16.Governing Law. This Agreement will be construed in accordance with the laws of the District of Columbia, without regard to choice of law provisions. Company irrevocably agrees to submit to personal and exclusive jurisdiction, and that venue is proper, in the federal courts of the District of Columbia.

17.Notices. All notices under this Agreement shall be deemed to have been duly given upon the certified or registered mailing thereof, postpaid to the party entitled thereto at the following addresses, unless such addresses are changed by written notice.

Amtrak Market Research & Analysis Department

30th Street Station

2955 Market Street, Mailbox #11

Philadelphia, PA 19104

For Company:

18.Entire Agreement, Modifications. This Agreement embodies the entire understanding between the parties and supersedes all prior agreements relative to its subject matter, and no modification of this Agreement shall be binding upon any Party, unless duly executed by both Parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

National Railroad Passenger Corporation______

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