Datasets:

urialon

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converted_contract_nli

like 0

98_nda-8

98_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”. Whereas the Town and the Provider enter into the provision of services by the Town for . And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider; Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows: 1. Definition of Confidential Information 1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information. 2. Disclosure of Confidential Information 2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement. 2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. 3. Disclosure to Third Parties 3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. 4. Protection of Confidential Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider. 4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation. 4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations. 4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization. 4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town. 5. Right to Audit 5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion. 5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town. 6. Return of Confidential Information 6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information 7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider. 7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control. 8. Ownership of Information 8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements. 13. Amendments 13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto. 14. Assignment 14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void. 15. Entire Agreement 15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town. Provider Corporation Name Signature (I have authority to bind the Corporation) Name Title Date The Corporation of The Town of The Blue Mountains Ruth Prince, Director of Finance and IT Services Date

Entailment

98_nda-13

98_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”. Whereas the Town and the Provider enter into the provision of services by the Town for . And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider; Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows: 1. Definition of Confidential Information 1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information. 2. Disclosure of Confidential Information 2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement. 2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. 3. Disclosure to Third Parties 3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. 4. Protection of Confidential Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider. 4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation. 4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations. 4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization. 4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town. 5. Right to Audit 5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion. 5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town. 6. Return of Confidential Information 6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information 7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider. 7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control. 8. Ownership of Information 8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements. 13. Amendments 13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto. 14. Assignment 14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void. 15. Entire Agreement 15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town. Provider Corporation Name Signature (I have authority to bind the Corporation) Name Title Date The Corporation of The Town of The Blue Mountains Ruth Prince, Director of Finance and IT Services Date

Entailment

98_nda-5

98_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”. Whereas the Town and the Provider enter into the provision of services by the Town for . And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider; Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows: 1. Definition of Confidential Information 1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information. 2. Disclosure of Confidential Information 2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement. 2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. 3. Disclosure to Third Parties 3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. 4. Protection of Confidential Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider. 4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation. 4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations. 4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization. 4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town. 5. Right to Audit 5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion. 5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town. 6. Return of Confidential Information 6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information 7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider. 7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control. 8. Ownership of Information 8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements. 13. Amendments 13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto. 14. Assignment 14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void. 15. Entire Agreement 15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town. Provider Corporation Name Signature (I have authority to bind the Corporation) Name Title Date The Corporation of The Town of The Blue Mountains Ruth Prince, Director of Finance and IT Services Date

Entailment

98_nda-4

98_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement This Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party”. Whereas the Town and the Provider enter into the provision of services by the Town for . And Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider; Now, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows: 1. Definition of Confidential Information 1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information. 2. Disclosure of Confidential Information 2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement. 2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. 3. Disclosure to Third Parties 3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. 4. Protection of Confidential Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider. 4.2. The Provider shall protect the Town’s Confidential Information in accordance with applicable privacy legislation. 4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be entitled to specific performance of the breaching party’s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations. 4.4. The Provider shall employ at all times administrative and technical security measures to the Town’s standards on access and password procedures for Provider’s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town’s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization. 4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town. 5. Right to Audit 5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion. 5.2. A Privacy Impact Assessment (“PIA”) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town. 6. Return of Confidential Information 6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information 7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider. 7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control. 8. Ownership of Information 8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements. 13. Amendments 13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto. 14. Assignment 14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void. 15. Entire Agreement 15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town. Provider Corporation Name Signature (I have authority to bind the Corporation) Name Title Date The Corporation of The Town of The Blue Mountains Ruth Prince, Director of Finance and IT Services Date

Entailment

100_nda-11

100_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-16

100_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Entailment

100_nda-15

100_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-10

100_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-2

100_nda-2_0

Q: Confidential Information shall only include technical information. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Contradiction

100_nda-1

100_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-19

100_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-12

100_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-20

100_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-3

100_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-18

100_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Entailment

100_nda-7

100_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Entailment

100_nda-17

100_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-8

100_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-13

100_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Not mentioned

100_nda-5

100_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Entailment

100_nda-4

100_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BUSINESS: ______________________________________________________ ADDRESS: ______________________________________________________ DESCRIPTION: ASKING PRICE: . This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, “Buyer”) acknowledges its/his/her desire to receive from Epsteen & Associates (“Broker”) and from the owner of the Business, described above (“Seller”) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the “Transaction”). For purpose of this Agreement, (a) the term “Buyer” means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer’s broker, and both such buyer and buyer’s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as “Confidential Information”. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following: KEEP INFORMATION CONFIDENTIAL Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer’s advisors and affiliates. DIRECT ALL CONTACT THROUGH BROKER Buyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is “Confidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker. USE INFORMATION FOR EVALUATION PURPOSE ONLY Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. DO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER All information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information. Buyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement. PROVIDE EVIDENCE OF FINANCIAL ABILITY Should Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents. ENFORCEMENT Buyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement. In any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys’ fees, expenses and court costs. We, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein. BUYER: BUYER’S BROKER/AGENT: _________________________________________ _________________________________________ SIGNATURE DATE SIGNATURE DATE __________________________________________ __________________________________________ PRINT NAME PRINT NAME

Entailment

101_nda-11

101_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-16

101_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Not mentioned

101_nda-15

101_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-10

101_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Not mentioned

101_nda-2

101_nda-2_0

Q: Confidential Information shall only include technical information. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Contradiction

101_nda-1

101_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-19

101_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-12

101_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-20

101_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Contradiction

101_nda-3

101_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-18

101_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Not mentioned

101_nda-7

101_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Contradiction

101_nda-17

101_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-8

101_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Not mentioned

101_nda-13

101_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-5

101_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

101_nda-4

101_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: Effective Date: Disclosure Period: 12 months (Month Day, Year to Month Day, Year) End of confidentiality obligations: NON DISCLOSURE AGREEMENT This non disclosure agreement (hereinafter referred to as the “Agreement”) is made by and between: Commissariat à l'énergie atomique et aux énergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, Bâtiment « Le Ponant D » - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (“Registre du Commerce et des Sociétés de Paris”) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d’électronique et de technologie de l’information (« LETI »), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager, hereinafter referred to as “CEA” or “Coordinator” acting for and on behalf of the project 654190 “EUNCL” partners, hereinafter referred to as “EUNCL Partners” and __________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________, hereinafter referred to as “The Sponsor”, hereinafter called individually and alternatively the “Receiving Party” and the “Disclosing Party” or a “Party” and together the “Parties”. WHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners: - EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 – 1049 Brussels – Belgium, - The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 Münster, Germany, - Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702, - The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland - Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway - The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom, - The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at Überlandstrasse 129, 8600 Dübendorf, Switzerland, - Gesellschaft für Bioanalytik Münster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 Münster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf. CEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same; The Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use. • The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the “Purpose”). • In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential. NOW THEREFORE, the Parties hereto agree as follows: 1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. 2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party. 3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. 7 - The Confidential Information is disclosed, “as is”. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party. 8 - The Agreement is personal to the Parties (« intuitu personae ») and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party’s prior written approval. 9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English. The applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles. 10 - Any notices for technical correspondence in connection with the Agreement shall be sent to: Mrs Fanny CAPUTO ……………, if to CEA CEA Grenoble/LETI/DTBS 17 avenue des Martyrs – 38054 Grenoble Cedex 09 Tel: 04 38 78 15 06 Email: [email protected] _________________________ if to __________ ________________________________________ ________________________________________ Tel: ___________________ Email: ___________________ 11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties’ entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives. Executed in two (2) original counterparts, one (1) for each Party: For The Sponsor: Date: NAME/Function For CEA acting for and on behalf of EUNCL Partners: Date: Catherine de Mazancourt, LETI Intellectual Property Contracts Manager

Entailment

102_nda-11

102_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Not mentioned

102_nda-16

102_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Not mentioned

102_nda-15

102_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

102_nda-10

102_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Not mentioned

102_nda-2

102_nda-2_0

Q: Confidential Information shall only include technical information. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Contradiction

102_nda-1

102_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Contradiction

102_nda-19

102_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Contradiction

102_nda-12

102_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

102_nda-20

102_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Not mentioned

102_nda-3

102_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

102_nda-18

102_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Not mentioned

102_nda-7

102_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

102_nda-17

102_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Not mentioned

102_nda-8

102_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

102_nda-13

102_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

102_nda-5

102_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

102_nda-4

102_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the “Disclosing Party”), and ______________________________ (the “Recipient”). 1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (“Meeting”). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. 3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information. 4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties. 5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement. 6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. 7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party. 10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above. EVELOZCITY RECIPIENT By: __________________________ By: ___________________________ Name: __________________________ Name: ___________________________ Title: __________________________ Title: ___________________________

Entailment

103_nda-11

103_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-16

103_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-15

103_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Entailment

103_nda-10

103_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-2

103_nda-2_0

Q: Confidential Information shall only include technical information. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-1

103_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-19

103_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Entailment

103_nda-12

103_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-20

103_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Contradiction

103_nda-3

103_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Entailment

103_nda-18

103_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-7

103_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Entailment

103_nda-17

103_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Entailment

103_nda-8

103_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-13

103_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Not mentioned

103_nda-5

103_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Entailment

103_nda-4

103_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: An Example of a Mutual Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] and [NAME OF INDIVIDUAL] of [address of individual] OR [NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] 1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose). 2. Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party. 3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. 4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. 5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party. 6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. 8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. 9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. 10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. Signed [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________ Position Signed [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]: _____________________________ Signature _____________________________ Name _____________________________

Entailment

104_nda-11

104_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-16

104_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-15

104_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Entailment

104_nda-10

104_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-2

104_nda-2_0

Q: Confidential Information shall only include technical information. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-1

104_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-19

104_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Entailment

104_nda-12

104_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-20

104_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Contradiction

104_nda-3

104_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Entailment

104_nda-18

104_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-7

104_nda-7_0

Q: Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Entailment

104_nda-17

104_nda-17_0

Q: Receiving Party may create a copy of some Confidential Information in some circumstances. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Entailment

104_nda-8

104_nda-8_0

Q: Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-13

104_nda-13_0

Q: Receiving Party may acquire information similar to Confidential Information from a third party. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Not mentioned

104_nda-5

104_nda-5_0

Q: Receiving Party may share some Confidential Information with some of Receiving Party's employees. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Entailment

104_nda-4

104_nda-4_0

Q: Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. Text: An Example of a One-way Non-Disclosure Agreement Date: 201[ ] Parties: [NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual] OR [NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Recipient) and [NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual] OR [NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies] (the Discloser) 1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose). 2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. 3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. 4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser. 5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority. 6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information. 7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. 8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] 9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement. If the Recipient is an individual Signed and Delivered as a Deed by: [name of Recipient] in the presence of: _____________________________ Signature _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________ Address of witness If the Recipient is a company Executed and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of: _____________________________ Signature of Director _____________________________ Signature of witness _____________________________ Name of witness _____________________________ _____________________________ _____________________________

Entailment

105_nda-11

105_nda-11_0

Q: Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Not mentioned

105_nda-16

105_nda-16_0

Q: Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Entailment

105_nda-15

105_nda-15_0

Q: Agreement shall not grant Receiving Party any right to Confidential Information. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Entailment

105_nda-10

105_nda-10_0

Q: Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Not mentioned

105_nda-2

105_nda-2_0

Q: Confidential Information shall only include technical information. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Contradiction

105_nda-1

105_nda-1_0

Q: All Confidential Information shall be expressly identified by the Disclosing Party. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Entailment

105_nda-19

105_nda-19_0

Q: Some obligations of Agreement may survive termination of Agreement. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Entailment

105_nda-12

105_nda-12_0

Q: Receiving Party may independently develop information similar to Confidential Information. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Entailment

105_nda-20

105_nda-20_0

Q: Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Entailment

105_nda-3

105_nda-3_0

Q: Confidential Information may include verbally conveyed information. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Entailment

105_nda-18

105_nda-18_0

Q: Receiving Party shall not solicit some of Disclosing Party's representatives. Text: NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (“Excelerate”) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group ("Second Party"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the "Party" or "Parties," respectively. WHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement; WHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and WHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information; NOW, THEREFORE, the Parties agree as follows: 1. "PROPRIETARY Information" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence. 2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party. 3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein. 4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party. 5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information. 6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or c. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy. 7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. 8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. 11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages. 12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR. 13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows: Excelerate, Inc. Second Party Attention: Michael Doubleday Name 1230 Slaughter Road, Suite F Address Address: Madison, AL 35759 City, State Zip Phone: (256) 325-4050 Phone Fax: (256) 325-4052 Fax Email: [email protected] Email The parties may change their Point of Contact (POC) by written notice to the others. 14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney’s fees, costs, and expenses for any dispute under the agreement. 15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties. 16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below. EXCELERATE, INC. SECOND PARTY Michael K. Doubleday Name President & CEO Title Date Date

Not mentioned