NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (this “Agreement”) is made as of the date of last signature below (the “Effective Date”), by and
between Clumio, Inc., a Delaware corporation (“Discloser”), and ________________________ (“Recipient”). Discloser and
Recipient may be referred to in this Agreement individually as a “party” and collectively as the “parties.”
Whereas, Discloser has disclosed and/or may further disclose its Confidential Information to Recipient in connection with the
evaluation of a potential business relationship between the parties (the “Purpose”) pursuant to the terms and conditions of this
Agreement.
Now, therefore, in consideration of the premises and mutual covenants herein, the parties hereby agree as follows:
1. Definition of Confidential Information. “Confidential Information” means any non-public information that is identified
as confidential at the time of disclosure by Discloser or that is, or should be, reasonably understood by Recipient to be confidential
due to the nature of the information or the circumstances surrounding its disclosure. Notwithstanding the foregoing, information
disclosed hereunder shall not be considered “Confidential Information” where Recipient can demonstrate that such information: (a)
was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient; (b) was known
to Recipient, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) becomes
known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and
otherwise not in violation of Discloser’s rights; or (d) is disclosed with the prior written approval of Discloser.
2. Nondisclosure of Confidential Information. Recipient shall not use any Confidential Information disclosed to it by
Discloser for its own use or for any purpose other than to carry out discussions concerning the Purpose. Recipient shall not disclose
or permit disclosure of any Confidential Information of Discloser to third parties or to employees of Recipient, other than directors,
officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the discussions
regarding the Purpose and who are under obligations of confidentiality no less protective of the Confidential Information than those
herein. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information
of Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized
under this Agreement to have any such information. Such measures shall include the degree of care that Recipient utilizes to protect
its own Confidential Information of a similar nature. Recipient shall notify Discloser of any misuse, misappropriation or
unauthorized disclosure of Confidential Information of Discloser which may come to Recipient’s attention.
3. Return of Materials. Recipient shall, except as otherwise expressly authorized by Discloser, not make any copies or
duplicates of any Confidential Information. Any materials or documents that have been furnished by Discloser to Recipient in
connection with the Purpose shall be promptly returned or, at Discloser’s option, destroyed by Recipient together with all copies of
such documentation, within ten (10) days after written request of Discloser.
4. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or
other intellectual property right of Discloser, nor shall this Agreement grant Recipient any rights in or to Discloser’s Confidential
Information other than the limited right to review such Confidential Information solely for the Purpose. Nothing in this Agreement
requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at Discloser’s option. Nothing in
this Agreement requires the Discloser to proceed with the Purpose or any transaction in connection with which the Confidential
Information may be disclosed.
5. No Representations Made. Recipient acknowledges that neither Discloser, nor any of its representatives, in the course of
providing the Confidential Information as contemplated hereunder, is making any representation or warranty (express or implied) as
to the accuracy or completeness of any such information, and Recipient assumes full responsibility for all conclusions derived from
such information. Recipient shall be entitled to, and shall, rely solely on representations and warranties made in a definitive
agreement, if any, relating to the Purpose.
6. Restrictions. Recipient shall not modify, reverse engineer, decompile, create other works from or disassemble any software
programs contained in the Confidential Information of Discloser unless permitted in writing by Discloser. Recipient shall not export,
directly or indirectly, any technical data acquired from Discloser pursuant to this Agreement or any product utilizing any such data
to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other
government approval without first obtaining such license or approval. Neither party shall, without the prior consent of the other
party, disclose to any other person the fact that Confidential Information of Discloser has been and/or may be disclosed under this
Agreement, that discussions or negotiations are taking place between the parties, or any of the terms, conditions, status or other facts
with respect thereto, except as required by law and then only with prior notice as soon as possible to the other party.
7. Notice of Compelled Disclosure. In the event that Recipient or any person to whom they or their representatives transmit
or have transmitted Confidential Information become legally compelled (by oral questions, interrogatories, requests for information
or documents, subpoenas, civil investigative demands or otherwise) to disclose any such Confidential Information, Recipient shall
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provide the Discloser with prompt written notice so that the Discloser may seek a protective order or other appropriate remedy, or
both, or waive compliance with the provisions of this Agreement. In the event that the Discloser is unable to obtain a protective
order or other appropriate remedy, or if it so directs Recipient, Recipient shall furnish only that portion of the Confidential
Information that Recipient is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its
reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information. All
Confidential Information provided or made available by Discloser that is entitled to protection under the attorney-client privilege,
work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement,
and under the joint defense doctrine.
8. Non-Solicitation. Recipient acknowledges and agrees that Discloser’s Confidential Information includes information
relating to Discloser’s employees, consultants, customers and others and that Recipient may not use or disclose such Confidential
Information except as permitted by this Agreement or authorized by Discloser. Recipient further agrees as follows: (a) for a period
of twelve (12) months following the date of this Agreement, Recipient shall not use any Confidential Information of Discloser to
directly or indirectly solicit, induce, recruit or encourage any of Discloser’s employees or consultants to terminate their relationship
with Discloser, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of Discloser, either for itself
or for any other person or entity; and (b) for a period of twelve (12) months following the date of this Agreement, Recipient shall
not use any Confidential Information of Discloser to negatively influence any of Discloser’s clients, licensors, licensees or customers
from purchasing Discloser products or services or to solicit or influence or attempt to influence any client, licensor, licensee,
customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm,
corporation, institution or other entity in competition with the business of Discloser.
9. Term. Either party may terminate this Agreement by providing written notice to the other party. Notwithstanding any
termination, the commitments of each party herein shall survive.
10. Remedies. Recipient’s obligations set forth in this Agreement are necessary and reasonable in order to protect Discloser
and its business. Due to the unique nature of Discloser’s Confidential Information, monetary damages shall be inadequate to
compensate Discloser for any breach by Recipient of its covenants and agreements set forth in this Agreement. Accordingly,
Recipient agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to Discloser and, in
addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive
relief against the threatened breach of this Agreement or the continuation of any such breach by Recipient.
11. Miscellaneous. This Agreement will be governed by the laws of the State of California and the United States without
regard to any conflicts of laws principles. This Agreement sets forth the entire agreement and understanding of the parties relating
to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral
or written, between them relating to the subject matter hereof. No modification of or amendment to this Agreement shall be effective
unless in writing signed by the parties to this Agreement. Recipient may not assign this Agreement without the advance written
consent of Discloser. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be limited to the
minimum extent necessary so that this Agreement will otherwise remain in effect. Any waiver or failure to enforce any provision
of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an
original, and all of which together shall constitute one and the same agreement.

In Witness Whereof, the parties’ authorized representatives hereby agree to this Agreement as of the Effective Date.

CLUMIO, INC. RECIPIENT:

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Address: 4555 Great America Parkway, Suite 101 Address:

Santa Clara, CA 95054, USA

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