This Agreement is entered into by and between ICP (“ICP”), and the Vision User ("User"). In consideration of the premises and mutual agreements made herein, the User agrees as follows:

SCOPE
The User is a customer of ICP that wishes to obtain direct access to Vision. Vision is the online deployment of ICP's proprietary technology order and asset management system. Vision contains confidential information of ICP, its suppliers and customers including critical asset data, pricing, availability and other valuable information, which the User agrees to keep confidential according to the terms of this Agreement. The User may use the information from ICP solely for the purpose of placing orders, reviewing pricing, tracking and reporting, asset management, data review, service activities and other data and inquiries has available in Vision to the User. Title to the information will remain with ICP and its suppliers.

DEFINITION OF CONFIDENTIAL INFORMATION
The User agrees that information disclosed by ICP by any means including Verbal, Written and Electronically to the User, including but not limited to customer prices, customer quotes, availability of products, contract or license terms, and future products, will be considered and referred to collectively in this Agreement as "Confidential Information". Confidential Information does not include information that: (1) is now or subsequently becomes generally available to the public through no fault or breach on the part of the User; and (2) The User can demonstrate to have had rightfully in its possession prior to disclosure to the User by ICP.

OWNERSHIP OF CONFIDENTIAL INFORMATION
All Confidential Information, and any derivatives thereof whether created and developed by ICP, remains the property of ICP and no license or other rights to Confidential Information is granted or implied hereby.

NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION
The User agrees not to disclose, release, publish, communicate, or reveal Confidential Information in any form to any third party outside of the User's company except as directed by ICP or as required by law. Should the User be served with a subpoena or other lawful process calling for the disclosure of any Confidential Information, the User must, if not prohibited by law, provide ICP immediate notice of the User's receipt of such subpoena or other lawful process. The User also must, at least five business days before making any disclosure in response to any such subpoena or process, provide ICP with a list or detail description of the Confidential Information to be disclosed. The User must, unless prohibited by law, cooperate with ICP in any ICP efforts to apply to a court or other body to limit the scope of the disclosures to be made and/or the number of persons to whom such disclosures may be made. The User may disclose such information to persons in the direct employ of the User's company who has a need to have access to and knowledge of information from ICP solely for the purposes authorized above. The User shall take appropriate measures by instruction and agreement prior to disclosure to such employees to assure against unauthorized disclosure or use. The User agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information.

EQUITABLE RELIEF
The User hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to ICP that may be difficult to ascertain. Accordingly, the User agrees that ICP will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

LAW AND FORUM
This Agreement shall be construed in accordance with the laws of the State of New York without reference to that states choice of law rules. The state and federal courts of the State of New York, county of Richmond, are the sole forums for resolving any and all disputes concerning the interpretation for enforcement of this agreement. The User consents to the jurisdiction of such courts over them.

ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between ICP and the User regarding the Confidential Information and other materials and supersedes all prior or contemporaneous oral or written agreements concerning such material. Paragraphs 4 and 5 shall remain binding after the termination of Vision usage as long as the User retains or has knowledge of any Confidential Information. This Agreement may not be amended except by a written agreement signed by authorized representatives of both parties.