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MUTUAL NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement ("Agreement") is made and entered into as of the _____ day of ______, 2015, by and between Daikin Applied Americas Inc. dba Daikin Applied and ______, (the "Company").

RECITALS

WHEREAS, Daikin Applied and the Company (each a "Party" and collectively the "Parties") contemplate discussions and negotiations with respect to various matters;

WHEREAS, during the course of such discussions and negotiations, the Parties may from time to time disclose and make available to each other certain confidential and proprietary financial, business, strategic, technical and other information, reports, drawings, specifications, samples, designs, test results, processes, records, and documents (collectively, the "Confidential Information");

WHEREAS, the Parties are mutually desirous of keeping confidential both the matters covered in such discussions and negotiations and the Confidential Information; and

NOW, THEREFORE, in consideration of the premises and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Nondisclosure of Confidential Information. Each Party hereby agrees to treat as confidential and to safeguard the Confidential Information and not to reveal or disclose, and to take all reasonable and necessary precautions to prevent the disclosure of, any Confidential Information to any third party. Each Party further agrees not to use for its own benefit the Confidential Information provided by the other Party, except as expressly authorized in writing by the other Party.

2. Nondisclosure of Negotiations or Agreements. Neither the Company nor Daikin Applied shall disclose to any third party the existence or terms of any discussions or negotiations between them, including without limitation, any offer, letter of intent, purchase order, price, or any similar terms, agreements or understandings between the Company and Daikin Applied, without obtaining the prior written consent of the other Party, which consent may be withheld absolutely. 3. Ownership of Confidential Information. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed to the other Party. All Confidential Information delivered by one Party hereto to the other Party pursuant to this Agreement shall be and remain the property of the delivering Party, and all such written Confidential Information, together with any copies thereof, shall be promptly returned to such Party upon written request, or destroyed at such Party's option.

4. Information Not Deemed Confidential Information. The Parties agree that the following information shall not be deemed Confidential Information, and neither Party shall have any obligation with respect thereto:

(a) information which is already known to either Party;

(b) information which is or becomes publicly known through no wrongful act of the recipient;

(c) information which is received from a third Party without similar restriction and without breach of this Agreement; or

(d) information which is independently developed by the recipient as shown by the recipient's written records.

5. Excuse from Liability. Neither Party shall be liable for the disclosure of Confidential Information which is: (i) required by law; (ii) pursuant to a proper subpoena from a court or administrative agency of competent jurisdiction; or (iii) made upon the written demand of an official involved in the regulation of either Party, provided that the other Party is notified of such request orally by the most immediate means of communication and in writing within five business days of receipt.

6. Limitations on Obligations. The furnishing of Confidential Information hereunder shall not obligate either Party to enter into any further agreement or negotiations with the other Party or, except as may be expressly provided for herein, to refrain from entering into an agreement or negotiations with any other person. Each Party agrees that, unless and until a definitive agreement between Daikin Applied and the Company with respect to any transaction referred to herein has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this or any written or oral expression by any of the directors, officers, employees, agents, advisors or representative of it or its affiliates except, in the case of this Agreement, for the matters specifically agreed to herein. The agreement set forth in this Section may be modified or waived only by a separate writing signed by the Parties.

7. Remedies. The Parties agree that it is not possible to foresee the precise amount of damages that may be incurred upon breach of this Agreement. Therefore, upon the unexcused breach of Section 1 or Section 2 of this Agreement by either Party, in addition to recovering damages, either Party may seek injunctive relief, specific performance and all other equitable relief to enforce the terms of this Agreement.

8. Term. The term of this Agreement shall commence on the effective date and continue therefrom for a period of three (3) years. Termination of this Agreement shall not relieve either Party of any obligation with respect to the Confidential Information disclosed hereunder prior to termination.

9. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and assigns.

10. Notices. Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing (including a writing delivered by facsimile transmission) and shall be deemed to have been duly given if delivered personally, or sent by either certified or registered mail, return receipt requested, postage prepaid, or by overnight courier guaranteeing next day delivery, or by telecopy, addressed to Daikin Applied at 13600 Industrial Park Boulevard, Minneapolis, Minnesota 55441 (Attention: General Counsel, (telecopy (763) 553- 5302) and to the Company at ______, - ______(Attention: ______) (telecopy ______). Each Party, by written notice given to the other Party in accordance with this Section 10, may change the address to which such notice or other communications are to be sent to such Party. All such notices and communications shall be deemed to have been received on the date of delivery thereof if delivered by hand, on the third day after the mailing thereof if mailed, on the next day after the sending thereof if by overnight courier, and when receipt is acknowledged if telecopied.

11. Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of Minnesota, and the laws of such state shall govern the validity, construction, enforcement and interpretation of this Agreement. 12. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from this Agreement.

13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

Daikin Applied Americas Inc. dba Daikin Applied Company

By:______BY:______Name:______Name: ______Title:______Title: ______