Prescient Security and Company are interested in participating in discussions regarding a potential business opportunity described further below (the "Opportunity"). In connection with these discussions, the parties agree to the terms in this Agreement in order to protect the parties’ disclosure of Confidential Information.

"Confidential Information" means all valuable or potentially valuable information, whether communicated in oral, written, electronic or other form prior to or after execution of this Agreement, either furnished or made available

(i) by Prescient Security or its Agents (as defined in Section 7) to Company, or

(ii) by Company or its Agents to Prescient Security, in connection with the Opportunity, including, but not limited to, all consumer information, any investor, financial, commercial, marketing, sales, technical or scientific information (including without limitation all patents, copyrights, trademarks, service marks, trade names and addresses, and applications relating to same, trade secrets, software, code, inventions, know-how and similar information), and any and all other business information.

The party disclosing the information is referred to as the "Owner" of the information, and the party receiving the information is referred to as the “Recipient”. “Owner” and “Recipient” specifically include Agents of the Owner and Recipient. 

“Confidential Information” specifically includes:

(i) Confidential Information contained in all writings and other media prepared by Owner,

(ii) the Recipient's "knowledge" of Confidential Information, and

(iii)  the fact that Confidential Information has been made available or that Owner and Recipient are discussing the Opportunity.

"Confidential Information" does not include information which

(i) is or becomes generally available to the public other than as a result of disclosure by the Recipient,

(ii) was known by the Recipient at the time of disclosure of the information without any obligation of confidence, and that knowledge is evidenced by reasonable proof,

(iii) was or becomes available from a source other than the Owner if the source was not legally bound to maintain the confidentiality of the information, or

(iv)  the Recipient independently develops without use of or reference to the Confidential Information.

The Recipient shall keep the Confidential Information confidential and secure, and shall use at least the same standard of care to protect the Confidential Information as the Recipient employs for the protection of its own proprietary information, but in no case less than a commercially reasonable standard of care. Recipient will not disclose the Confidential Information to any third party, or appropriate the Confidential Information for its own or any other party’s use or benefit, except as specifically permitted herein. The Recipient may use the Confidential Information solely for the purpose of evaluating the Opportunity, and may disclose the Confidential Information to Recipient’s Agents who are legally bound to confidentiality and who have a need to know the Confidential Information in connection with Recipient’s evaluation of the Opportunity; provided, however, that such use shall be in compliance with all applicable laws and regulations, including US export control laws.

If the Recipient becomes compelled by law or regulation (including securities’ laws) to disclose any Confidential Information, the Recipient will provide the Owner with prompt written notice so that the Owner may seek an appropriate protective order or other remedy. If a remedy acceptable to the Owner is not obtained by the date that the Recipient must comply with the request, the Recipient will furnish only that portion of the Confidential Information that it is advised by counsel that it is legally required to furnish, and the Recipient will exercise commercially reasonable efforts to obtain confidential treatment of the Confidential Information disclosed.

Each party acknowledges that unauthorized disclosure or use of the Confidential Information by a party may irreparably damage the other party in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Confidential Information shall give the Owner the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys’ fees). Each party hereby waives the posting of a bond with respect to any action for injunctive relief.

Upon receipt of written notice from the Owner for return of the Confidential Information, Recipient will promptly

(i) deliver to the Owner or

(ii) destroy all information in the Recipient’s possession containing Confidential Information, whether such information is in written, electronic or other form. Upon the request of the Owner, an officer of Recipient will confirm in writing that all Confidential Information has been returned or destroyed.

“Agents” mean each of the parties’ advisors, directors, officers, employees, contractors, affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agents of the Recipient receive Confidential Information, such Recipient party shall be responsible for such Agents’ full compliance with the terms and conditions of this Agreement and shall be liable for any such Agents’ non-compliance.

Neither party makes any express or implied representation or warranty regarding the accuracy or completeness of any Confidential Information, which information is provided on an “AS IS” basis.

This Agreement will terminate in the event of:

(i) the execution of a definitive agreement regarding the Opportunity which includes confidentiality provisions substantially similar to those set forth herein or which expressly supersede this Agreement (a “Definitive Agreement”);

(ii) written notice given by either party terminating evaluation of the Opportunity; or

(iii) the date that is one (1) year from the date of this Agreement. Except to the extent superseded by a Definitive Agreement, the rights and obligations of the parties:

with respect to Confidential Information that constitutes a “trade secret” (as defined by applicable law) will survive the termination of this Agreement for so long as such Confidential Information remains a trade secret under applicable law; and

with respect to all other Confidential Information, will survive the termination of this Agreement for a period of two (2) years from termination, or as long as required by applicable law. The obligations of Section 6 will remain in effect until satisfied.

This Agreement does not obligate the parties to enter into an agreement regarding the Opportunity or to proceed with any other relationship or transaction, and nothing herein prevents either party from entering into a similar transaction with any third party. Subject only to its confidentiality obligations in this Agreement and applicable law:

(i) each party's right to develop, use, and market products and services similar to or competitive with the Confidential Information of the other party shall remain unimpaired; and

(ii) each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. No license or rights under any Confidential Information, patent, copyright, or other intellectual property rights are granted or are to be implied by this Agreement.

This Agreement will be governed by the internal laws (but not the conflicts laws) of the State of Delaware. This Agreement sets forth the final, complete and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings whether written or oral. This Agreement may only be modified by a written document executed by both parties. This Agreement may be executed in counterparts, and signatures may be exchanged by facsimile or other electronic means. Each person signing below represents and warrants that he or she has the necessary authority to bind the principal set forth below. This Agreement may not be assigned without the prior express written consent of the other party. In the event any provision of this Agreement is found by an authorized authority to be unenforceable, the remaining provisions of the Agreement shall survive and remain in full force and effect, and any unenforceable provision shall to the extent legally permitted be replaced by an enforceable provision that comes closest to the parties’ intent underlying the unenforceable provision. All notices shall be delivered to the representative below at the address specified above, or as otherwise specified in writing by a party, and shall be deemed delivered on the date delivered personally or the date of receipt if delivered by overnight delivery.