7/24/2019 Model Mutual Non-Disclosure Agreement 1st P&W Clean 11.01.2012

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MUTUAL NON-DISCLOSURE AGREEMENT

1. In connection with discussions between [Insert formal legal entity name of supplier] (Company) and General Electric Company actin!throu!h its GE "ower # $ater business (GE) with respect to potential transactions in%ol%in! the purchase and&or sale o' !oods ser%ices and&orother items (the Transations) each party (as to in'ormation disclosed by it the Dislosing !arty) is prepared to 'urnish the other party (as toin'ormation recei%ed by it the Reei"ing !arty) with certain con'idential and proprietary in'ormation. Confi#ential Information as used in thisa!reement (the Agreement) shall mean all such in'ormation that is or has been disclosed by the isclosin! "arty or its ''iliates (de'ined below)*(a) in writin! or by email or other tan!ible electronic stora!e medium and is clearly mar+ed Con'idential or "roprietary, or (b) orally or %isually andthen 'ollowed within ten (1-) wor+in! days therea'ter with a disclosure complyin! with the reuirements o' clause (a) abo%e. Con'idential In'ormationalso includes but is not limited to personal data as de'ined in this !reement or by applicable law whiche%er is broader and personal data shall notbe reuired to be mar+ed Con'idential or "roprietary to be treated as Con'idential In'ormation under this !reement. s used in this !reementpersonal #ata means any in'ormation relatin!* (/) to an identi'ied, or (y) to a directly or indirectly identi'iable natural person. ll other in'ormationshall be deemed to be non0con'idential. s used in this !reement an Affiliate with respect to a party means any entity (includin! withoutlimitation any indi%idual corporation company partnership limited liability company or !roup) that directly or indirectly throu!h one or moreintermediaries controls is controlled by or is under common control with such party.

. 2he 3ecei%in! "arty a!rees e/cept as reuired by law to* (a) protect the con'identiality o' the other party4s Con'idential In'ormation inwhate%er 'orm maintained includin! any notes summaries reports analyses or other material deri%ed by the 3ecei%in! "arty its ''iliates or its ortheir uthori5ed "arties (de'ined below) in whole or in part 'rom the Con'idential In'ormation (collecti%ely Notes), (b) use the Con'identialIn'ormation and 6otes only 'or the purposes o' e%aluatin! possible 2ransactions and the terms thereo', (c) use the same de!ree o' care as with itsown con'idential in'ormation which shall be at least a reasonable standard o' care to pre%ent disclosure o' the Con'idential In'ormation and 6otese/cept to its ''iliates and its or their o''icers directors employees a!ents ad%isors representati%es ser%ice pro%iders consultants and&or

subcontractors (collecti%ely Aut$ori%e# !arties) solely to the e/tent necessary to permit them to assist the 3ecei%in! "arty in e%aluatin!2ransactions, and (d) not disclose to persons (other than those described in clause (c) abo%e) that the Con'idential In'ormation has been madea%ailable that the 3ecei%in! "arty is considerin! 2ransactions or that the parties ha%e had or are ha%in! discussions or ne!otiations with respectthereto. 2he 3ecei%in! "arty 'urther a!rees that prior to disclosin! any Con'idential In'ormation to its ''iliates or its or their uthori5ed "arties asallowed hereunder the 3ecei%in! "arty shall ad%ise such ''iliates and&or uthori5ed "arties o' the con'idential nature o' the Con'identialIn'ormation and either* (/) direct them to abide by the terms o' this !reement, or (y) ensure they are under written a!reement with the 3ecei%in!"arty that establishes con'identiality and use restrictions re!ardin! such Con'idential In'ormation that are no less restricti%e than those set 'orthherein. 2he 3ecei%in! "arty a!rees to be responsible 'or any breach o' this !reement by it its ''iliates or its or their uthori5ed "arties. Eachparty ac+nowled!es that money dama!es would not be a su''icient remedy 'or any breach o' this !reement. ccordin!ly in the e%ent o' any suchbreach in addition to any other remedies at law or in euity that a party may ha%e it shall be entitled to see+ euitable relie' includin! in7uncti%erelie' speci'ic per'ormance or both (althou!h neither party shall be entitled to any special conseuential indirect puniti%e or e/emplary dama!esas a result o' a breach o' this !reement whether a claim is asserted in contract tort or otherwise). 6othin! herein is intended to limit or abrid!ethe protection o' trade secrets under applicable trade secrets law and trade secrets shall be maintained as such until they 'all into the publicdomain.

8. 2his !reement shall be inoperati%e as to particular portions o' the Con'idential In'ormation disclosed by the isclosin! "arty i' suchin'ormation* (a) is or becomes !enerally a%ailable to the public other than as a result o' disclosure by the 3ecei%in! "arty its ''iliates or its or theiruthori5ed "arties, (b) was a%ailable on a non0con'idential basis prior to its disclosure to the 3ecei%in! "arty, (c) is or becomes a%ailable to the3ecei%in! "arty its ''iliates or its or their uthori5ed "arties on a non0con'idential basis 'rom a source other than the isclosin! "arty when suchsource is not to the best o' the 3ecei%in! "arty4s +nowled!e sub7ect to a con'identiality obli!ation with the isclosin! "arty, or (d) wasindependently de%eloped by the 3ecei%in! "arty its ''iliates or its or their uthori5ed "arties without re'erence to the Con'idential In'ormation andthe 3ecei%in! "arty can %eri'y the de%elopment o' such in'ormation by written documentation.

9. I' either party decides not to proceed with a 2ransaction it will promptly in'orm the other party o' that decision in writin!. In addition theisclosin! "arty may elect at any time by written notice to the 3ecei%in! "arty to terminate 'urther access to and such party4s re%iew o' theCon'idential In'ormation. In any such case or upon any other termination o' this !reement the 3ecei%in! "arty will immediately* (a) return allCon'idential In'ormation disclosed to it, and (b) destroy with such destruction to be certi'ied by the 3ecei%in! "arty all 6otes without retainin! anycopy thereo'. 6o such termination o' the !reement or return or destruction o' the Con'idential In'ormation or 6otes will a''ect the con'identialityobli!ations o' the 3ecei%in! "arty its ''iliates or its or their uthori5ed "arties all o' which will continue in e''ect as pro%ided in this !reement.

6othin! in this :ection 9 shall reuire either party or any o' their respecti%e ''iliates and&or uthori5ed "arties to return destroy or delete copies o'any computer records and&or 'iles containin! the Con'idential In'ormation that ha%e been created pursuant to automated processes such asdocument retention&archi%in! and&or bac+0up policies&procedures pro%ided that each and any such copies* (/) are +ept con'idential and cannot beaccessed in the re!ular course o' business, (y) are maintained and archi%ed in compliance with reasonable in'ormation security standards, and(5) are properly deleted as reuired by the 3ecei%in! "arty4s document retention&archi%in! and&or bac+0up policies&procedures.

;. Each party shall retain ownership o' all Con'idential In'ormation and intellectual property it had prior to commencement o' the discussions ande%aluation re'erred to in this !reement but GE shall own e/clusi%ely all ri!hts in ideas in%entions wor+s o' authorship strate!ies plans and datacreated in or resultin! 'rom discussions between GE and Company includin! but not limited to all patent ri!hts copyri!hts moral ri!hts ri!hts inproprietary in'ormation database ri!hts trademar+ ri!hts and other intellectual property ri!hts and Company will e/ecute assi!nments asnecessary to achie%e that result. 6othin! in this !reement shall be deemed to !rant a license directly or by implication estoppel or otherwisealthou!h the parties may pro%ide 'or such a license in an e/press written a!reement.

GE Power & Water MNDA Template; Revised November 1, 2012 General Electric Company

7/24/2019 Model Mutual Non-Disclosure Agreement 1st P&W Clean 11.01.2012

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or the a%oidance o' doubt the isclosin!"arty4s ''iliates disclosin! Con'idential In'ormation under this !reement shall be third party bene'iciaries o' this !reement. E/cept as e/presslypro%ided in the 'ore!oin! sentence nothin! in this !reement is intended to or shall con'er to any third party any bene'it or ri!ht to en'orce any termo' this !reement. ny 'ailure by a party hereto to en'orce the other party4s strict per'ormance o' any pro%ision o' this !reement will not constitute awai%er o' that party4s ri!ht to subseuently en'orce such pro%ision or any other pro%ision o' this !reement.

?. GE and Company each a!ree to ta+e such measures as may be necessary to ensure that the disclosure o' Con'idential In'ormation complieswith any e/port control laws which may !o%ern such disclosure. $ith respect to any technical data the 3ecei%in! "arty recei%es in con7unction withCon'idential In'ormation where such technical data is sub7ect to any e/port control laws the 3ecei%in! "arty represents and warrants that suchtechnical data shall not be released without 'irst complyin! with all applicable e/port control laws and re!ulations includin! without limitation thereuirement 'or obtainin! necessary !o%ernmental authority 'or such a release i' applicable. 2he 3ecei%in! "arty shall indemni'y and hold theisclosin! "arty harmless 'rom all claims demands dama!es costs 'ines penalties attorneys4 'ees and all other e/penses arisin! 'rom its its

''iliates or its or their uthori5ed "arties 'ailure to comply with this clause and&or applicable e/port control laws and re!ulations.

@. 2he o''icial lan!ua!e o' this !reement shall be En!lish and any translation into any other lan!ua!e shall be 'or con%enience only.

1-. 2his !reement shall be e''ecti%e when duly si!ned by both parties and shall continue 'or a period o' two () years 'rom such date and

therea'ter will be automatically renewed 'or successi%e two0year (0year) periods unless terminated by either party in writin! upon thirty (8-) days4

written notice. ny and all obli!ations o' con'identiality shall nonetheless sur%i%e any such termination and&or e/piration o' this !reement unless

otherwise a!reed between the parties in writin!.

11. 2his !reement shall be !o%erned by and interpreted in accordance with the laws o' the :tate o' 6ew Aor+ B.:.. e/cludin! its con'lict o'

laws rules. I' the parties ha%e a contro%ersy dispute or di''erence arisin! out o' this !reement either party may initiate liti!ation only in the

B.:. istrict Court 'or the :outhern istrict o' 6ew Aor+ or i' such court lac+s sub7ect matter 7urisdiction in the :upreme Court o' the :tate o'

6ew Aor+ in and 'or 6ew Aor+ County. 2he parties submit to the 7urisdiction o' said courts and wai%e any de'ense o' forum non conveniens. 2he

parties wai%e all ri!hts to 7ury trials.

2his !reement shall commence on the date last si!ned below.

Company GE

:i!nature* :i!nature*

"rint or 2ype 6ame* "rint or 2ype 6ame*

2itle* 2itle*

ate* ate*

GE Power & Water MNDA Template; Revised November 1, 2012 2 General Electric Company