Mutual Non-Disclosure Terms

1. Purpose

Sourceability and Company wish to discuss technical challenges of Recipient and explore how Sourceability’s online platform at surcle.io can assist Company in finding a solution to the technical challenge ("Purpose"). Sourceability and Company desire to receive confidential information of the other for such Purpose. In connection with this, certain trade and business information proprietary to each of Sourceability and Company, and which each of them considers confidential, may be provided to the other. As used herein, (i) “Affiliate” shall mean with respect to any individual person or legal entity (individually, each a ”Person”), any Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such first Person at such time, where “Control” shall mean (a) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, as a trustee or executor, by contract, or otherwise, or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the equity interest in a Person; (ii) “Representatives” shall mean, collectively, each Affiliate of each of the Parties, as the case may be, and the respective officers, directors, employees, members, financial advisers, consultants, lenders, accountants, attorneys, agents, and controlling persons of each of the Parties and their Affiliates.

2. Definition

"Confidential Information" means any information, technical data, or know-how considered proprietary by Sourceability or Company including, but not limited to, the Sourceability or Company's research, products, software, services, development, inventions, processes, specifications, designs, drawings, diagrams, engineering, marketing, techniques, mask works, documentation, customer information, pricing information, procedures, data, concepts, and financial, marketing, sales, manufacturing, operational, strategic planning, budgeting and other information disclosed by the Sourceability/Company to Company/Sourceability. The disclosure may be directly or indirectly in writing, orally, by inspection or by access. Confidential Information does not include information, technical data or know-how which: (i) is in the Sourceability/Company’s possession at the time of disclosure; (ii) becomes part of the public knowledge or literature, not as a result of any action or inaction of Sourceability/Company; (iii) it was received from a third party (other than one acting on behalf of the disclosing party) whom the receiving party has no reason to believe is not lawfully in possession of the information and whom the receiving party has no reason to believe is in violation of any contractual, legal, or fiduciary obligation to the disclosing party with respect to the information or (iii) is approved for release by written authorization of the Sourceability.

3. mARKING

Sourceability and Company agree that information disclosed by the other must be marked CONFIDENTIAL at the time of disclosure or within 30 days after disclosure to be considered Confidential Information.

4. Use Limitations

Sourceability and Company agree not to use the Confidential Information for its own use or for any purpose other than the Purpose.

5. Non-Disclosure

Sourceability and Company agree not to disclose the Confidential Information to any third parties or to any of its employees, except the employees who have a need to know the Confidential Information for the Purpose and who are bound to all terms and conditions of this Agreement. Sourceability and Company agree that it shall protect the confidentiality of, and take all reasonable steps and at a minimum to treat the Confidential Information to the same degree of care that the receiving party treats its own Confidential Information to prevent disclosure of the Confidential Information and to prevent it from falling into the public domain or the possession of unauthorized persons. Sourceability and Company agree to advise the other in writing of any misappropriation or misuse of the other’s Confidential Information by any person.

6. Compelled Disclosure

If pursuant to applicable law, regulation or legal process, Sourceability or Company is requested or required to disclose any Confidential Information, the receiving party will provide the other party with prompt notice of such request(s) or requirement(s) to enable the disclosing party to seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained or the party waives compliance with the provisions of this Agreement, the receiving party shall (a) furnish only that portion of the Confidential Information which is legally required to be furnished and (b) use its commercially reasonable efforts to obtain a protective order or other assurance that confidential treatment will be accorded such Confidential Information.

7. Return of Materials

Any materials or documents of Sourceability and Company which are furnished to the other, and all copies thereof, will be owned by the party which has furnished such materials or documents, and at the earlier of such party's request for return of the materials, or the termination of the Purpose, at such party’s option, will either be (i) promptly returned to such party or (ii) destroyed by the receiving party (with such receiving party providing written certification of such destruction).

8. Injunctive Relief

Sourceability and Company acknowledge that such Confidential Information has been developed or obtained by the other by the investment of significant time, effort and expense, and that such Confidential Information provides the other with a significant competitive advantage over its competitors. Sourceability and Company understand and agree that, because of the unique nature of the Confidential Information, the other will suffer immediate, irreparable harm in the event it fails to comply with any of its obligations under this Agreement, that monetary damages will be inadequate to compensate the other for such breach and that the other shall have the right to enforce this Agreement by injunctive relief or other equitable remedies.

9. Jurisdiction/Venue

The parties expressly stipulate that all litigation under this Agreement shall be brought in and governed by the laws of the state of California. Sourceability and Company agree that California is both the place of making and the place of performance of this Agreement and both parties consent to jurisdiction in California.

10. Term

This Agreement shall become effective as of the date written above and shall apply to Confidential Information received by either party prior to any termination of this Agreement. This Agreement may be terminated by mutual agreement of the parties in writing or by either party upon ten (10) days' notice in writing to the other party. The provisions of this Agreement shall survive expiration or termination for any reason for a period of 5 years after termination.

11. General

This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The formation, interpretation and performance of this Agreement shall be governed by the Laws of California. This Agreement may be amended or modified only in writing signed on behalf of Company and an authorized representative of the Sourceability. This Agreement shall be binding upon the successors of both parties