Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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13.2        Protection of Information.

13.2.1      Period of Protection. The Parties agree to comply with the
            obligations set forth herein regarding the other Party's
            confidential information for a period of ten (10) years from the
            date of disclosure.

13.2.2      Method of Protection. To protect the other Party's Confidential
            Information each Party agrees:

13.2.2.1    that it will not disclose to any third party, any Confidential
            Information of the disclosing Party without the disclosing Party's
            prior written consent;

13.2.2.2    to limit dissemination of the other Party's Confidential Information
            to only those of the receiving Party's officers, directors, agents
            and employees who require access thereto to perform their functions
            regarding the purposes of this Agreement;

13.2.2.3    to ensure that each person (including without limitation all
            individuals (excluding employees who are, as a condition to their
            employment, required to maintain the confidentiality of third party
            confidential information), corporations, partnerships and other
            entities) who receives or has access to Confidential Information has
            previously executed a written nondisclosure agreement containing
            terms substantially similar to those contained herein; and

13.2.2.4    to return to the disclosing Party, or destroy, all Confidential
            Information of the disclosing Party upon receipt of a written
            request therefor from the disclosing Party, without retaining any
            copy thereof, with the exception of documents containing Derivative
            Information which a receiving Party has a right to retain.

13.2.3      Standard of Care. The standard of care to be exercised by the
            receiving Party to meet these obligations will be the standard
            exercised by the receiving Party with respect to its own proprietary
            information of a similar nature, but in no event less than due care.

13.2.4      Exceptions. Nothing contained in this Section 13 will prevent
            either Party from disclosing any Confidential Information of the
            other Party:

13.2.4.1    to regulatory agencies for the purpose of obtaining approval to
            distribute and market Daughter Products and Compatible CARTO System
            which are the subject of this Agreement; provided, however, that all
            reasonable steps are taken to maintain the confidentiality of such
            Confidential Information to be disclosed;

13.2.4.2    to accountants, banks, or another financing source (or their
            advisors) or in connection with a merger, acquisition or securities
            offering, subject in each case to the recipient entering into an
            confidentiality agreement containing terms substantially similar to
            those contained herein to protect such Confidential Information from
            disclosure; or



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