MUTUAL NONDISCLOSURE AGREEMENT

THIS MUTUAL NONDISCLOSURE AGREEMENT (“Agreement”) is made and entered into as

of this ___ day of __________, 2019 by and between [My Company], a Delaware Corporation, and
__________________, a _______________ (each a “Party”, and collectively the “Parties”) and is
effective as of the date Confidential Information (as defined in Section 2) is, or was, first made available
by a Disclosing Party (as defined in Section 2) to a Receiving Party (as defined in Section 2).

For good and valuable consideration had and received, the amount and sufficiency of which is
acknowledged, and intending to be bound, the Parties hereby agree as follows:

1. Purpose. The Parties wish to explore a business opportunity of mutual interest, and/or,
enter into one or more independent contractor, consulting, service or outsourcing agreements (the
“Purpose”) and, in connection with such Purpose, each Party may disclose to the other certain
confidential technical and business information which the Disclosing Party desires the Receiving Party to
treat as confidential and each Party may receive information from a third party which the parties hereto
desire to treat as confidential. For purposes of this Agreement, a Party or a third party that discloses
information is referred to herein as a “Disclosing Party” and a Party receiving information from a
Disclosing Party is referred to herein as a “Receiving Party.”

2. “Confidential Information” means any information (a) disclosed by either Party to the
other Party, or (b) disclosed by a third party to either Party and for whom either or both Parties are
performing services pursuant to the terms of an agreement referred to in paragraph 1 hereof, in each case,
either directly or indirectly, in writing, orally or by inspection of tangible objects (including without
limitation documents, data, prototypes, samples, plant and equipment), whether or not marked or
otherwise designated as confidential or proprietary to the Disclosing Party, or whether or not,, under the
circumstances taken as a whole, any such information would be reasonably deemed to be confidential,
including, without limitation, proposals, prices, techniques, and business models and plans relating to
services to be provided by the Disclosing Party and business plans, marketing plans and strategic plans,
customer and employee information, financial information, software, reports or forms of the Disclosing
Party. Confidential Information may also include information that is confidential to a Disclosing Party
that is disclosed to a Receiving Party by other third parties. Confidential Information shall not, however,
include any information which (i) was publicly known and made generally available in the public domain
prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and is made generally
available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of
the Receiving Party; (iii) is already in the possession of the Receiving Party without obligation of
confidentiality at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files
and records regularly kept; (iv) is obtained by the Receiving Party from a third party without a breach of
such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party
without use of or reference to a Disclosing Party’s Confidential Information, as shown by regularly kept
business records of the Receiving Party.

3. Non-use and Non-disclosure. Each Receiving Party agrees not to use, at anytime, any
Confidential Information of the Disclosing Party in any fashion, form or manner for any purpose except
to evaluate and engage in discussions concerning the Purpose. Each Receiving Party agrees not to
disclose any Confidential Information of the Disclosing Party to the Receiving Party’s employees, except
to those employees of the Receiving Party who are required to have the information in connection with
the Purpose and who have signed a non-use and non-disclosure agreement in content similar to the
provisions hereof, prior to any disclosure of Confidential Information of the Disclosing Party to such
employees. Each Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information

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to any third party except to the Receiving Party’s accountants, attorneys or other confidential advisors
(collectively, “Advisors”) who need to know such information for the purpose of assisting the Receiving
Party in connection with the Purpose, and who have been advised of the confidential nature of the
Disclosing Party’s Confidential Information and who are bound by terms of confidentiality at least as
protective as the terms herein. The Receiving Party agrees to be responsible for any breach of this
Agreement by its employees and Advisors.

4. Maintenance of Confidentiality. Each Party agrees that it shall take reasonable measures
to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the
Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures
that it takes to protect its own most highly confidential information. Neither Receiving Party shall make
any copies of the Confidential Information of the Disclosing Party in any medium unless the Disclosing
Party previously approves the same in writing. Each Receiving Party shall reproduce the Disclosing
Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices
were set forth in or on the original. The Receiving Party shall not reverse engineer, disassemble or
decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s
Confidential Information and which are provided to the Receiving Party hereunder.

5. No Obligation. Nothing herein shall obligate either Party to proceed with any transaction
between them, and each Party reserves the right, in its sole discretion, to terminate the discussions
contemplated by this Agreement unless governed by other agreements, signed by both Parties.

6. No Obligation. Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod
tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation
ullamco laboris nisi ut aliquip ex ea commodo consequat.

7. No Obligation. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum
dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia
deserunt mollit anim id est laborum.

8. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”

NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,
REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

9. Return of Materials. All documents, extracts or other reproductions of, and other
tangible objects containing or representing Confidential Information of the Disclosing Party, and all
memoranda, notes and other writings whatsoever prepared by the Receiving Party or its Advisors or
agents based upon information contained in the Confidential Information, shall be and remain the
property of the Disclosing Party and shall be promptly returned to the Disclosing Party, and, if any such
Confidential Information is in electronic form, deleted from any computers used by the Receiving Party,
upon the earlier of the Disclosing Party’s written request and completion of the Purpose.

10. No License. Nothing in this Agreement is intended to grant any rights to a Receiving
Party under any patent, trademark, trade secret, mask work right or copyright of the Disclosing Party, nor
shall this Agreement grant a Receiving Party any rights in or to the Confidential Information of the
Disclosing Party except as expressly set forth herein. A Receiving Party will promptly notify the
Disclosing Party upon learning of any unauthorized disclosure or use of the Disclosing Party’s
Confidential Information and will take all steps reasonably requested by the Disclosing Party to remedy
any such disclosure or use.

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 11. No Use of Names. Neither Party may use the name of the other in connection with any
advertising or publicity materials or activities without the prior written consent of the other Party.

12. Term. The obligations of each Receiving Party hereunder shall survive until such time as
all Confidential Information of the Disclosing Party disclosed hereunder becomes publicly known and
made generally available through no action or inaction of the Receiving Party.

13. Subpoena. In the event a Receiving Party receives a subpoena or other validly issued
administrative or judicial process demanding Confidential Information of the Disclosing Party, the
Receiving Party shall promptly notify the Disclosing Party and tender to it the defense of such demand.
Unless the demand shall have been timely limited, quashed or extended, the Receiving Party shall
thereafter be entitled to comply with such demand to the extent permitted by law. If requested by the
Disclosing Party to whom the defense has been tendered, the Receiving Party shall provide reasonable
cooperation (at the expense of the Disclosing Party) in the defense of a demand.

14. Remedies. Each Party agrees that any violation or threatened violation of this Agreement
may cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to seek injunctive
relief in addition to all legal remedies available.

15. Miscellaneous. This Agreement shall bind and inure to the benefit of the Parties hereto
and their successors and assigns. This Agreement shall be governed by the laws of the State of New
York, without reference to conflict of laws principles. This document contains the entire agreement
between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this
Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be
amended, nor any obligation waived, except by a writing signed by both Parties hereto. This Agreement
may be executed in one or more counterparts each of which shall be deemed an original, but all of which
taken together shall constitute one instrument. This Agreement may be executed by facsimile signatures
with the same effect as original signatures.

16. Severability. In the event any term of this Agreement is found by any court to be void or
otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though
such term were absent upon the date of its execution.

________________________________ My Company

By: By:

Name: Name: First Last

Title: Title: My Title

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