MUTUAL NON-DISCLOSURE AGREEMENT

BY ENTERING THE ORGAIN GRANTS FOR GREATER GOOD PROGRAM, ENTRANT HEREBY AGREES TO ABIDE BY AND COMPLY WITH ALL TERMS AND CONDITIONS SET FORTH HEREIN.

This Mutual Non-Disclosure Agreement (“Agreement”), effective as of the date of Entrant’s Submission, shall supplement the Orgain Grants for Greater Good Grant Program Official Program Rules (“Official Rules”). To the extent that the terms of this Agreement directly conflict with any terms or provisions of the Official Rules, the terms of the Official Rules shall prevail. Any capitalized terms included herein and not defined shall have the meaning ascribed to them in the Official Rules. For purposes of this Agreement, the party providing the Confidential Information will be referred to as the “Disclosing Party” and the party receiving the Confidential Information will be referred to as the “Recipient”.

  1. Recipient acknowledges that Disclosing Party may disclose to Recipient, and Recipient may otherwise dis­cover, certain information and materials proprietary and confidential to or about Disclosing Party, its clients or its Affiliates (as defined below). As between Recipient and Disclosing Party, all such information, whether of a technical, business, creative or other nature, shall be deemed “Confi­dential Information” of Disclosing Party. Confidential Information shall specifically include, but not be limited to, information relating to the Disclosing Party’s or any of its clients’ or Affiliates’ business plans, marketing plans, presentations, materials, products, ideas, technology, software, processes, methods, methodologies, structure, tools, formulas, source and object codes, data, services, clients, proposed clients, business referral sources, strategic alliances, pricing information, expenses, research and development, proposals and finances disclosed to or otherwise learned by Recipient. Confidential Information may be oral, printed, handwritten, stored electronically, coded or in any other form. For purposes of this Agreement, an “Affiliate” of a party hereto shall mean a company controlled by, controlling or under common control with such party.


  2. Except as otherwise explicitly set forth in the Program Rules:


    1. As between Recipient and Disclosing Party, all Confidential Information and any rights related thereto, including but not limited to rights of patent, trademark and copyright, shall remain the exclusive and absolute property of Disclosing Party, and Recipient shall have no rights to or in the Confidential Information. No license, under any patent, trademark, copyright, or any other intellectual property right, is either granted or implied by the conveying of Confidential Information to the other party.


    2. Recipient shall hold in confidence and treat the Confidential Information with the same degree of care (but no less than reasonable care) that it treats its own non-public, proprietary information. Recipient shall not disclose, deliver, distribute, demonstrate or otherwise make available the Confidential Information to any third party except that Recipient may disclose Confidential Information to its directors, officers, employees, managers, members, and advisors (collectively, the “Representatives”) who need to know such information in connection with the engagement (it being understood that Recipient shall inform its Representatives of the confidential nature of the Confidential Information and shall be responsible for such Representatives treating such Confidential Information in the same manner as Recipient is required to treat the Confidential Information under this Agreement).


    3. Recipient shall not utilize, directly or indirectly, such Confidential Information for its own benefit, for the benefit of any third party or for any purpose other than in connection with the engagement without Disclosing Party’s prior written consent.


  3. Recipient agrees that if there is a breach or threatened breach of the provisions of this Agreement, Disclosing Party shall have no adequate remedy in money or damages and accordingly shall be entitled to seek injunctive relief, specific performance or other equitable relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver, limitation or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.


  4. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that Recipient can show: (a) is or becomes generally available to the public, through no wrongful act of Recipient or its Representatives; (b) is rightfully received by Recipient from a third party free of any obligation of confidentiality and restrictions on use; or (c) by documentary evidence, is independently developed by or on behalf of Recipient without reliance on or reference to the Confidential Information.


  5. In the event Recipient is required by law, regulation or court order to disclose any Confi­dential Information, Recipient shall, as soon as reasonably practicable and to the extent legally permissible, notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party’s efforts to seek a protective order or other appropri­ate remedy from the appropriate body.


  6. All Confidential Information in tangible form shall be returned to Disclosing Party (or if so directed by Disclosing Party, destroyed) promptly upon request and shall not thereafter be retained in any form by Recipient. Recipient agrees that all of its obligations undertaken herein with respect to Disclosing Party’s Confidential Information shall survive the termination of the particular engagement to which such Confidential Information relates and continue in perpetuity except to the extent that one of the exceptions in Paragraph 4 above applies to such Confidential Information.


  7. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to the principles of conflict of laws thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal or state courts located in the State of California, in respect of any action, suit or proceeding arising out of or relating to this Agreement. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and any unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.


  8. This Agreement is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior agreements with respect to further disclosures on such subject matter. This Agreement may not be amended or modified in any manner except in writing signed by both parties. This Agreement is not assignable or transferable by Entrant and any attempt by Entrant to assign or transfer this Agreement shall immediately be deemed null and void. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provisions shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein.


  9. This Agreement may be executed by facsimile signature in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.