Mutual Nondisclosure Agreement

1. Responsibilities. Neither party may disclose or otherwise use the other party’s Confidential Information except as necessary in connection with the Purpose. Each party shall safeguard the Confidential Information using no less than a commercially reasonable degree of care. Recipient may disclose the Confidential Information to (i) its Authorized Representatives who have a need to know the Confidential Information for the Purpose and are informed of its confidential nature; or (ii) as required by applicable law or a valid legal order after using reasonable efforts to provide notice of such disclosure. Recipient shall promptly notify Discloser of any unauthorized disclosure hereunder. Recipient shall be responsible for any breach of this NDA caused by its Authorized Representatives. This NDA is not made for the benefit of third parties and does not create any agency or partnership between the parties.
2. Ownership. Discloser retains its entire right, title, and interest in and to all Confidential Information, and no disclosure hereunder will be construed as a license, assignment, or other transfer of the same.
3. No Warranty. Discloser makes no representation or warranty concerning its Confidential Information, expressed or implied. CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS.
4. Term and Termination. This NDA will remain in unless terminated by either party in writing, in which case Recipient shall stop all use and disclosure of Discloser’s Confidential Information. Recipient must meet its obligations with respect to Confidential Information for five (5) years after receipt of that Confidential Information. Upon request, Recipient shall use commercially reasonable efforts to erase or destroy all Confidential Information in its possession and certify such destruction in writing. Notwithstanding the foregoing, Recipient may retain copies of Confidential Information stored on Recipient’s IT backup and disaster recovery systems until the ordinary course deletion thereof or that is required by applicable law or regulatory requirements to which it is subject. Recipient shall continue to be bound by the terms of this NDA for any Confidential Information that is retained.
5. Remedies. Recipient acknowledges and agrees that any breach of this NDA may cause injury to Discloser for which money damages would be an inadequate remedy and that, in addition to remedies at law, Discloser is entitled to seek other remedies, such as equitable relief or specific performance.
6. Governing Law and Jurisdiction. Any dispute or claim arising under or in connection with this NDA shall be governed by and construed in accordance with the laws of and under the exclusive jurisdiction of the Courts of the jurisdiction set forth in the Contracting Entities Table based on the applicable contracting entity. Each party agrees, without regard to conflicts of law rules, to the applicable governing law and to the exclusive jurisdiction of the applicable courts.
7. Assignment. Except for either party’s right to assign this NDA to an Affiliate (in the event of a merger, reorganization, acquisition, sale, or otherwise), neither party may assign any rights or obligations under this NDA without the other party’s written consent and any such assignment will be void.
8. Notice. All notices must be in writing and addressed to the relevant party at its address set forth in the Contracting Entities Table (or as otherwise specified in writing) with a copy to [email protected] and be personally delivered or sent by nationally recognized courier or certified or registered mail, return receipt requested.
9. Miscellaneous. This NDA constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements with respect to the Purpose, however, this NDA does not invalidate any existing terms and conditions (including those governing existing business relationships and/or free or trial environments) in place between the Parties and/or their Affiliates. Any amendment must be in writing signed by both parties. This NDA may be executed and delivered in counterparts including by electronically delivered signature. A party’s failure to enforce any provision of this NDA will not constitute a waiver.

Exhibit A