21-066.00 CI Security: Mutual Non-Disclosure Agreement DocuSign Envelope ID:4C701FF8-E6E5-4FA5-8A33-367920569CFD 2l'V{pf(J
Critical Insight
1.by CI Security
Mutual Nondisclosure Agreement
This Mutual Nondisclosure Agreement("Agreement")is entt red into as of At-Y 11 ,20 2' ,
between Critical Insight,Inc.dba CI Security("C/")and C/7y of ,;Po,e C., ,J ("Company").
The parties recognize that certain confidential, proprietary and trade secret information of each party and/or such party's
Affiliates may be disclosed to or discovered by the other party in the course of the parties'business relationship. The parties
are willing to enter into and maintain such business relationship, provided, among other things, that each party agrees to
protect the other party's confidential and proprietaty information according to the terms of this Agreement. For purposes of
this Agreement, the term "Affiliate" means any natural person or legal entity that is controlled by, controls, or is under
common control with such party. "Contra?'means the ability,whether directly or indirectly,to direct the affairs of another
by means of ownership,contract,employment relationship or otherwise.
The parties, intending to become legally bound,agree as follows:
1. Definition. As used in this Agreement,the term "Confidential Information"means and includes all trade
secret,proprietary and confidential information of any nature that a party to this Agreement(in context,the"receiving party")
requests, learns, observes or obtains from the other party to this Agreement(in context,the "disclosing party"), whether
communicated orally, in writing,or learned by observation or otherwise, including without limitation,product ideas, plans
concepts and designs;customer and supplier lists; user-specific personally identifiable information;site activity data; non-
public financial information; buying and marketing plans and methods; pricing policies; computer hardware and software
plans, designs, code, algorithms, architecture and configuration; and any other non-public business, strategic, financial,
technical,marketing, or operating information. "Confidential Information"shall also include any information obtained by
the disclosing party from third parties, including the disclosing patty's Affiliates, that the disclosing party is obligated
pursuant to company policy, contract or applicable law to protect as trade secret or confidential information. Confidential
Information shall not include any information that the receiving party demonstrates with competent evidence: (i)is in the
public domain prior to disclosure to the receiving party,or becomes so available through no fault of the receiving party;(ii)
is already in the receiving party's possession as shown by the receiving party's files and records in existence as of the time
of disclosure;(iii)is independently developed by the receiving party without the use or incorporation of or reference to any
Confidential Information of the disclosing party;or(iv)is received from a third party with no breach of a duty owed to the
disclosing party.
2. Limited Use and Disclosure. The receiving party acknowledges the importance of preserving the
confidentiality of the disclosing party's Confidential Information and agrees not to use or disclose to third-parties at any
time, and to prohibit its employees and agents from using or disclosing to third parties at any time, any of the disclosing
party's Confidential Information unless and to the limited extent directed in writing in each instance by an authorized
representative of the disclosing party. The receiving patty shall: (a) restrict access to the disclosing patty's Confidential
Information solely to such of its employees and agents who need to know same;and(b) limit use of the disclosing party's
Confidential Information solely to the purpose,furtherance and benefit of the parties'business relationship.Each party shall
take all reasonable measures to protect the secrecy and avoid the disclosure or use of the other party's Confidential
Information,except as expressly permitted under this Agreement. Such measures shall include, but shall not be limited to,
using the same degree of care that such party uses to protect its own Confidential Information of a similar nature,which in
no event shall be less than a reasonable standard of care. Each party agrees to notify the other party in writing immediately
upon learning of any misuse, unauthorized third-party disclosure or misappropriation of the other party's Confidential
Information. Notwithstanding the provisions of this Section 2, the receiving party may disclose the disclosing party's
Confidential Information if such disclosure is compelled by law or legal process, provided that the receiving party, if not
otherwise prohibit by applicable law,gives the disclosing party notice of its intent to disclose sufficiently in advance thereof
to allow the disclosing party(with the receiving party's reasonable assistance where necessary),at the disclosing party's sole
cost,to preserve the confidentiality of the Confidential Information,which steps may include,without limitation, obtaining
a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information.
3. Limited Reproduction;Return. Except as required for the purpose,furtherance and benefit of the patties'
business relationship, the receiving party shall not without the consent of the disclosing party, which consent shall not be
unreasonably withheld or delayed,make or have made or use any copies of any materials containing any of the disclosing
DocuSign Envelope ID:4C701FF8-E6E5-4FA5-8A33-367920569CFD
L. Critical Insight
L by CI Security
party's Confidential Information. Any restrictive notices or legends used by the disclosing party shall be reproduced on all
copies of the Confidential Information. All tangible items embodying or disclosing any portion of the disclosing party's
Confidential Information,including copies or partial copies and reproductions thereof,in whatever medium,form or format,
shall remain the property of the disclosing party and must be,in the alternative,returned to the disclosing party or destroyed
upon the termination of the parties' business relationship or the earlier request of an authorized representative of the
disclosing party; provided, that in the event such materials are destroyed, the receiving party shall promptly upon request
certify in a writing signed by an authorized representative of the receiving party that all such materials have been so
destroyed. Notwithstanding the foregoing, the receiving party shall not be required to modify or destroy back up media
maintained by the receiving party in the ordinary course of business that is stored in a manner that prevents the unauthorized
access to and/or use of the data saved to such back up media.
4. No Rights Granted. Each party is providing its Confidential Information"AS IS"without warranty of any
kind.No license or right in or to any of the disclosing party's Confidential Information or any other trade secret,proprietary
or confidential information or other rights of the disclosing party is granted to the receiving party hereunder.
5. Securities Laws. Each party acknowledges that it is aware,and agrees to advise its employees and agents
who are informed as to the matters which are the subject of this Agreement,that the United States securities laws and other
laws prohibit any person who has material,non-public information concerning any publicly traded company from purchasing
or selling securities of such company or from communicating such information to any other person under circumstances in
which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
6. Term. Except as provided in this Section 6, the term of the parties' confidentiality obligation herein set
forth shall survive the termination of the patties' business relationship and shall remain in effect for a period terminating on
the date three (3)years from the termination of such relationship. Notwithstanding the preceding sentence, the parties'
confidentiality obligation in respect to Confidential Information that is required to be maintained in confidence pursuant to
applicable law,regulation or third-party contract shall remain in effect until such time as the applicable law,regulation and/or
contract no longer requires the confidential treatment of such information.It shall be the obligation of the receiving party to
conclusively determine, by inquiry to the disclosing party and/or as may otherwise be required, if and when the receiving
party's confidentiality obligation reserved in the immediately preceding sentence is no longer effective.
7. Remedies. The receiving party acknowledges that the disclosing party may be irreparably harmed if any
disclosing party's Confidential Information is disclosed by the receiving party to third parties or used by the receiving party
or others except as contemplated hereunder,agrees that any remedy at law would be inadequate in the event of a breach or
threatened breach of this Agreement,and agrees that the disclosing party shall be entitled to injunctive relief, in addition to
money damages or any other remedies, in the event of breach or threatened breach of this Agreement. Any amounts or
property received by the receiving party through a violation of this Agreement shall be held in constructive trust for the
benefit of the disclosing party.
8. Governing Law; Attorneys Fees. The laws of the State of Washington shall govern this Agreement,
notwithstanding its choice of law provisions. The prevailing party in any action or proceeding brought to enforce or interpret
this Agreement shall be entitled to an award of its reasonable attorneys'fees and costs incurred therein.
9. Severability. If any provision of this Agreement is found to be unenforceable or invalid in any context or
to any extent,it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts,and the validity
and force of the remainder of this Agreement shall not be affected thereby.
10. Successors and Assigns. This Agreement shall be binding upon the receiving party and its successors and
assigns, and will benefit the disclosing party and its successors and assigns. This Agreement shall not reduce, limit or
supersede any intellectual property,trade secret or other rights or remedies of either party under applicable law.
11. Integration. This Agreement contains the entire agreement of the parties with respect to its subject matter
and supersedes any prior or contemporaneous agreements or statements relating to the subject matter hereof. Any waiver of
DocuSign Envelope ID:4C701FF8-E6E5-4FA5-8A33-367920569CFD
L. Critical Insight
(. by CI Security
either parry's rights under this Agreement must be by a specific written waiver signed by an authorized representative of
such party,and no waiver shall apply to any instance other than that for which it is given.
DATED as of the date first above written. (� r
CRITICAL INSIGHT,INC. COMPANY: ,`!�ry (IF ��,((1Q Ya.(I e/ WA
PrinUName of(!'ompany/Inidual
E—000usi9n.e by:
rJ By: By:'-1i-EliU411A5E479_.
Print: Garrett Silver Print: A a I^ CAI Q(1,14
Title: CEO Title: l ActRacref