EdÛcare Mutual Non-Disclosure Agreement

THIS MUTUAL NONDISCLOSURE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“COUNTERPARTY”, “YOU”, “YOUR”), AND EDÛCARE, INC., A DELAWARE CORPORATION LOCATED IN SAN FRANCISCO, CALIFORNIA, UNITED STATES OF AMERICA (“EDÛCARE”, “WE”, “US”, OR “OUR”). BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THE AGREEMENT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN FROM THE DATE YOU CLICK “I ACCEPT” (“EFFECTIVE DATE”). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE AGREEMENT.

Purpose. The Parties wish to explore a business opportunity of mutual interest (“Purpose”) and in connection with this opportunity, each Party may disclose to the other certain confidential information that the disclosing party (“Discloser”) desires the receiving party (“Recipient”) to treat as confidential.

“Confidential Information” means all nonpublic information disclosed by the Discloser to the Recipient, whether oral or written, which is designated as “Confidential” or some similar designation or is generally understood to be confidential in nature. Confidential Information may also include information disclosed to the Discloser by third parties. Confidential Information will not, however, include any information that (i) that is or becomes generally available to the public through no wrongful act of the Recipient; (ii) is already in the possession of the Recipient at the time of disclosure by the Discloser, as shown by the Recipient’s files and records; (iii) is obtained by the Recipient from a third party without a known breach of the third party’s obligations of confidentiality; or (iv) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by documents and other competent evidence in the Recipient’s possession.

Non-use and Nondisclosure. Each Party will not use the other Party’s Confidential Information for any purpose except the Purpose. Each Party will not disclose the other Party’s Confidential Information to third parties, except to those employees, attorneys, contractors, and similar advisors under a similar obligation of confidentiality of the Recipient who are required to have the information in relation to the Purpose. A Party may disclose the other Party’s Confidential Information if required by law so long as the Recipient, if not otherwise restricted by law or court order, gives the Discloser prompt written notice prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure. Each Party shall use the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own Confidential Information and, in any event, no less than a reasonable degree of care.

No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION.

Return of Materials. All documents and other objects containing Confidential Information and all copies of them will remain the property of the Discloser. Recipient will stop use of and return or destroy all Confidential information promptly upon request, together with any copies, except as otherwise required by law.

No License or Obligation. Nothing in this Agreement is intended to grant any rights to either party under any intellectual property right of the other party, nor will this Agreement grant any party any rights to the Confidential Information of the other party, except as expressly set forth in this Agreement. Nothing in this Agreement will obligate either Party to proceed with any transaction between them.

Term. The term of this Agreement shall commence on the Effective Date and shall expire 3 years thereafter, provided that either Party may terminate this Agreement at any time upon written notice. Notwithstanding anything to the contrary herein, the Recipient’s obligations under this Agreement shall survive termination of the Agreement and shall be binding until such information is no longer deemed to be Confidential Information, even after the return or destruction of Confidential Information by the Recipient.

Miscellaneous. This Agreement shall be binding on the Parties and their successors and assigns. This Agreement will be governed by the laws of the state of California, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter of this Agreement. Neither Party will have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth in this Agreement. Each party acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. Any failure to enforce any provision of this Agreement will not constitute a waiver of that provision or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties.