GEN MUTUAL NON-DISCLOSURE AGREEMENT GENERAL TERMS

1.      Protection of Confidential Information. During the Confidentiality Period, Recipient shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized access, use, dissemination or publication of the Confidential Information as Recipient uses to protect its own confidential information of a like nature. Recipient may disclose the Confidential Information to its employees, affiliates, and contractors with a need to know to fulfil the Purpose and who are bound by obligations of confidentiality at least as protective of Discloser’s rights as this NDA (“Representatives”). Recipient will be responsible for breaches of this Agreement by its Representatives. Neither party is obligated by virtue of this NDA to enter into any further agreement with the other party or its affiliates, including without limit for the sale or purchase of any products or services.

2.      Exclusions. This NDA imposes no obligation with respect to Confidential Information which: (i) is or becomes public knowledge through no fault of Recipient; (ii) was in Recipient’s possession before receipt from Discloser and was not subject to a duty of confidentiality; (iii) is rightfully received by Recipient from a third party without any duty of confidentiality; or (iv) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient may disclose Discloser's Confidential Information as required by law or court order provided that Recipient: (a) promptly notifies Discloser in writing, to the extent permitted by law, of the requirement for disclosure prior to the disclosure; (b) reasonably cooperates with Discloser’s requests and efforts, if any, to object to or limit such disclosure or re-direct the order to Discloser, and (c) discloses only as much of the Confidential Information as is required by law or court order.

3.      Personal Data. Personal data is not disclosed under this NDA. Any exchange of personal data will be as set forth in the appropriate terms to support the relevant activity.

4.      Destruction of Confidential Information. Upon request from Discloser or upon termination of this NDA, Recipient shall return or destroy all Confidential Information and all copies, notes, summaries or extracts thereof or certify destruction of the same, except for those copies that are retained in Recipient’s standard backup system in the normal course of business, subject to Recipient’s internal document retention policies and this NDA.

5.      Proprietary Rights. Each party shall retain all right, title and interest to such party’s Confidential Information. Neither party acquires any patent, copyright or other intellectual property rights or any other rights or licenses to the other party’s Confidential Information under this NDA except the limited right to use for the Purpose specified in this NDA.

6.      Injunctive Relief. The parties acknowledge that a violation of Recipient’s obligations with respect to Confidential Information may cause irreparable harm to Discloser for which a remedy at law may be inadequate. Therefore, in addition to any other remedies available at law, Discloser shall be entitled to seek an injunction or other equitable remedies in the event of any threatened or actual violation of any or all of the provisions hereof.

7.      Independent Development. Nothing in this NDA will prohibit or limit Recipient from using, purchasing, licensing, marketing, selling, developing, or having developed for it, any products, services, concepts, systems, processes, or intellectual property that are similar to or compete with the products, services, concepts, systems, processes or intellectual property contemplated by or embodied in Discloser’s Confidential Information, provided that Recipient does not violate any of its obligations under this NDA in connection with such development. Neither Party shall have any obligation to limit or restrict the assignment of its personnel as a result of their having had access to Confidential Information.

8.      Warranty. Each Party warrants that it has the right to make the disclosures under this NDA. EXCEPT FOR THE PRECEDING SENTENCE, ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND WITH NO WARRANTY OR GUARANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE). DISCLOSER SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, EXPENSE, OR CLAIM OF ANY KIND ARISING FROM ANY USE OF OR RELIANCE ON CONFIDENTIAL INFORMATION.

9.      Compliance with Laws. The Parties agree to comply with all applicable laws, regulations, and statutes in their respective dealings hereunder, including without limit those related to personal data processing, anti-corruption and anti-bribery, and U.S., European, and other country export and economic sanctions laws and regulations.

10.      General. The Parties do not intend that any agency or partnership relationship be created between them by this NDA. This NDA sets forth the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous agreements concerning such Confidential Information, whether written or oral. This NDA may be executed in counterparts, all of which together shall constitute one and the same instrument. Neither party shall assign or transfer this NDA or any rights or obligations hereunder (whether explicitly, by operation of law, change of control, or otherwise) without the other party’s prior written consent. This NDA may only be modified as expressly agreed in a written amendment hereto signed by both Parties. Any failure to enforce any provision of this NDA shall not constitute a waiver thereof. If any provision of this NDA shall be held, for any reason, to be illegal, invalid or non-enforceable, the remaining provisions shall nonetheless be legal, valid and enforceable. This NDA is governed exclusively by the following choice of law without regard to conflicts of laws rules: If the contracting Gen entity is located in North America or South America, the laws of California; if the contracting Gen entity is located in EMEA, the laws of Ireland; if the contracting Gen entity is located in Japan, the laws of Japan; if the contracting Gen entity is located in Asia Pacific including Australia, the laws of Singapore.