Non-Disclosure Agreement

This is a Non-Disclosure agreement (“Agreement”), effective as of the date on which the “try now” feature has been entered into (the “Effective Date”), by and between HighIQ Robotics Inc. 4701 Patrick Henry Dr, Santa Clara, CA, (“Company”) and any company or person that enters into the “try now” feature (“Customer”). 

Company and Customer desire to enter into discussions regarding a business opportunity of mutual interest (the “Purpose”).  In connection with such discussions, Company and Customer recognize that there is a need for Customer to disclose to Company certain confidential information to be used only for the Purpose, and for Company to protect such confidential information from unauthorized use and disclosure.

NOW THEREFORE, in consideration of Customer’s disclosure of Confidential Information, Company agrees as follows:

1. For the purposes of this Agreement, “Confidential Information” means any technical, financial, or business information of Customer, its partners, or licensors (including, without limitation, business plans, strategies, opportunities, creative concepts, designs, plans, techniques, procedures, discoveries, inventions, patent applications, source code, object code, programs, interfaces, and any technology, data or know-how related to any of the foregoing or otherwise related to Customer’s business) that is disclosed by Customer or otherwise made available to Company, whether before or after the Effective Date, and irrespective of whether such information is designated as confidential or proprietary at the time of disclosure. Confidential Information also includes, without limitation, all memoranda, analyses, compilations, forecasts, studies, notes or other documents prepared by Company based on Customer’s Confidential Information.
2. Company will: (i) maintain Customer’s Confidential Information in strict confidence; (ii) not disclose such Confidential Information to any third parties; and (iii) not use such Confidential Information for any purpose except for the Purpose. Company may disclose Customer’s Confidential Information only to its employees, consultants, and advisors (collectively, the Company’s “Representatives”) who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; and provided that (i) each such Representative first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement; and (ii) Company remains responsible for the acts and omissions of its Representatives hereunder.  The provisions of this Section 2 will not restrict Company from disclosing Confidential Information to the extent required by law or regulation, provided that Company uses reasonable efforts to give Customer reasonable advance notice of such required disclosure in order to enable Customer to prevent or limit such disclosure.  If such disclosure is still required following such efforts, Company may do so without being in breach of this Agreement, provided it discloses only those portions which are required to be disclosed, and provided that Company uses its best efforts to obtain confidential treatment for such information upon disclosure.
3. Company shall, upon written request by Customer, promptly return to Customer (or, at Customer’s request, destroy) all tangible items and embodiments containing or consisting of the Confidential Information, and all copies thereof (including electronic copies), and certify such return or destruction in writing.
4. All Confidential Information remains the sole and exclusive property of Customer. Company acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Company, by license or otherwise, in or to any Confidential Information of Customer, or to any patent, copyright or other intellectual property or proprietary right of Customer, except as specified in this Agreement.  Company will comply with all laws and regulations applicable to its performance under this Agreement, including, without limitation, all applicable export control laws and regulations. 
5. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY CUSTOMER “AS IS”, AND WITHOUT WARRANTY OF ANY KIND.
6. Company acknowledges that the unauthorized use or disclosure of the Confidential Information would cause Customer to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, Company agrees that Customer will have the right to obtain (without the necessity of posting a bond) immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
7. This Agreement will commence on the date first set forth above and will remain in effect for five (5) years from the date of last disclosure of Confidential Information by Customer, at which time it will automatically terminate. The use and non-disclosure obligations set forth in this Agreement will survive the termination or expiration of this Agreement for any reason.
8. In the event that any court of competent jurisdiction determines that any provision of this Agreement is not enforceable as written, such court is authorized and directed to construe, modify or reform such provision to the extent reasonably necessary to make such provision enforceable, while the remaining provisions of this Agreement will continue in full force and effect. No failure or delay by Customer in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude the exercise of any other right, power or privilege hereunder.  This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law).  The exclusive venue for any dispute relating to or arising out of this Agreement will be the federal or state courts in San Francisco, California.   The prevailing party in any action to enforce this Agreement is entitled to reimbursement of its reasonable costs and attorneys’ fees by the other party.  This Agreement is the complete and exclusive statement regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings or communications, oral or written, between the parties regarding its subject matter. Company may not assign this Agreement, in whole or in part, without Customer’s prior written consent, and any attempted assignment without such consent will be void.

IN WITNESS WHEREOF, Company has executed this Non-Disclosure Agreement as of the Effective Date.