8/3/2019 Joint NDA-Non-Circumvent - Long Form

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JOINT NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT

For good and valuable consideration including, without limitation, the mutual promises set forth herein and thedisclosure and/or submission and/or exchange of proprietary information and ideas, the undersigned herebyrepresent, warrant and agree as follows:

1. Purpose. The Parties wish to explore a business possibility (the "Relationship") in connection with which theParties may disclose to each other their respective proprietary information and ideas.

2. Definition of Confidential Information. As used in this Agreement, as to each Party "Confidential Information"means all nonpublic information disclosed by or relating to such Party and any entities controlled by such Party thatis designated as confidential or that, given the nature of the information or the circumstances surrounding itsdisclosure, reasonably should be considered as confidential. Confidential Information specifically includes, withoutlimiting the generality of the foregoing, (a) all nonpublic information relating to such Party's business plans, financesand other business affairs, (b) all nonpublic information possessed by such Party relating to any matter coveredhereby and (c) all third-party information that such Party is obligated to keep confidential. Confidential Informationdoes not include information which (a) was in a Partys possession prior to the time of disclosure; or (b) has becomepart of the public knowledge or literature, and not as a result of any improper action or inaction of a Party receivingConfidential Information (the Recipient Party), or (c) is approved and consented to in writing by the Party fromwhom such Confidential Information was disclosed for release (the Disclosing Party). Nothing herein compels aParty to disclose Confidential Information.

3. Non-Disclosure of Confidential Information.

a. Neither Party may use the other Party's Confidential Information other than in connection with and/or infurtherance of the Relationship.

b. Neither Party may disclose the other Party's Confidential Information to any person or entity without suchother Party's prior written consent.

c. A Recipient Party shall not disclose any Confidential Information to third parties and will maintain theConfidential Information in the strictest of confidence and secrecy and will hold the Confidential Information in trustas the fiduciary of the Disclosing Party.

d. A Recipient Party shall take all reasonable measures to protect the secrecy of and avoid disclosure or useof such Confidential Information of in order to prevent it from falling into the public domain or the possession ofpersons other than those persons authorized under this Agreement to have any such information. Such measuresshall include the highest degree of care that the Recipient Party utilizes to protect its own Confidential Information.

e. Each Party will restrict the possession, knowledge and use of any of the other Party's ConfidentialInformation to those of its employees, agents, lawyers and advisers who have a need to know the specificConfidential Information in connection with and/or in furtherance of the Relationship.

4. No Ownership, Lien or Interest.

a. Nothing in this Agreement is intended to grant any rights under any patent or copyright of the DisclosingParty, nor shall this Agreement grant the Recipient Party any rights in or to the Disclosing Party's ConfidentialInformation, except the limited right to review such Confidential Information in connection with the proposedRelationship between the Parties.

b. No Party hereto has, has never had and does not claim and will not claim to have any ownership orproprietary interest in the Confidential Information of the other Party, legally, equitably or otherwise. Further, no lienor other interest or proprietary right, legal, equitable or otherwise, in Confidential Information shall be created in favorof a Recipient Party as a result of any work performed by the Recipient Party concerning, relating, referring to,mentioning and/or having anything to do with such Confidential Information.

c. Any and all work product created or performed by a Recipient Party concerning, relating, referring to,mentioning and/or having anything to do with Confidential Information received from the Disclosing Party shall bethe sole property of the Disclosing Party and shall, in turn, be deemed to be Confidential Information subject to andgoverned by the provisions of this Agreement.

5. Return of Materials. Any materials or documents which have been furnished by the Disclosing Party to theRecipient Party in connection with the Relationship will be promptly returned by the Recipient Party, accompaniedby all copies of such documentation, within ten (l0) days after (a) the Relationship has been terminated or (b)sooner, upon the written request of the Disclosing Party.

8/3/2019 Joint NDA-Non-Circumvent - Long Form

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6. Remedies. The Parties agree that the Confidential Information obligations provided in this Agreement arereasonable and necessary to protect the Parties, and expressly agree that monetary damages would be inadequateto compensate a Disclosing Party for any breach by a Recipient Party of such obligations. Accordingly, the Partiesagree and acknowledge that any such violation or threatened violation will cause irreparable injury to the DisclosingParty and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the DisclosingParty shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuationof any such breach by a Recipient Party without the necessity of proving actual damages.

7. Non-Circumvention. As used herein, the term Introduced Parties means all names and other information

regarding actual or potential business or financing sources and/or relationships disclosed by such Party to the otherParty and all persons and entities with whom a Party has a pre-existing relationship and to whom it introduces theother Party, directly or indirectly. During the Term, neither Party nor any of such Partys related or affiliated personsor entities will deal directly with any of the Introduced Sources introduced by the other Party without such otherPartys prior knowledge and remuneration; and neither Party nor any of its related or affiliated persons or entities willin any way circumvent, avoid, bypass, or in any way obviate the other Party (or make, assist, authorize or permitany effort to do so), either directly or indirectly, to avoid such other Partys financial remuneration from anytransaction involving any of the Introduced Sources.

8. Term. The terms of this Agreement shall survive any termination of the Relationship, and shall continue for aperiod terminating on the later of (a) five (5) years following the date of this Agreement or (b) three (3) years fromthe date on which Confidential Information/Introduced Parties are disclosed under this Agreement.

9. Miscellaneous.

a. This Agreement shall be binding upon and for the benefit of the Parties, their successors, assigns, heirs,representatives, agents, assigns, contractors, by law and/or in fact.

b. This Agreement shall be governed by, construed and enforced in accordance with California law.

c. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

d. If suit, action or other proceeding is initiated in connection with any controversy arising out of thisAgreement, the prevailing Party shall be entitled to recover his costs and expenses, including reasonable attorneys'fees, incurred in connection therewith.

e. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereofand shall be amended or modified only with the mutual written consent of the Parties. This Agreement will inure tothe benefit of and be binding upon the Parties and their respective successors, heirs and representatives. If aprovision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision

of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of thisAgreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary,the court is requested to reform any and all terms or conditions to give them such effect.

f. No amendment, change, modification or variation of this Agreement shall be valid without the Parties priorexpress written consent. This Agreement may be executed in counterparts, which when taken together willconstitute one and the same instrument. Faxed and e-mail signatures shall serve as originals and will be effectivefor all purposes.

Agreed:

_____________________________________________Rodger Gaon

_____________________________________________David L. Gernsbacher

Gaon & Gernsbacher Joint NDA _06-01-11_