CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

In consideration of disclosures of confidential and/or proprietary information to be made by

___________________________________________________________ (“_______”) to
___________________________, an individual (“Recipient"), in connection with a proposed
transaction relating to _________________________________ between __________________ or an
affiliate and Recipient (the “Business Purpose”), and other good and valuable consideration, the parties
hereby agree to all of the following terms and conditions:

1. Definitions

1.1. “Agreement” means this Confidentiality and Non-Disclosure Agreement by and between
__________________ and Recipient.

1.2. "Discloser" means ______________, any affiliated entity that directly or indirectly
controls, is controlled by, or is under common control with any of them and their respective employees,
officers and directors, agents, consultants or independent contractors who disclose information for the
purposes of this Agreement.

1.3. "Confidential Information" means all technical, marketing, financial and other business
information and material that is confidential and/or proprietary to Discloser, whether or not marked as
"confidential" or "proprietary", that is, was or will be disclosed to or obtained by the Recipient, whether
in oral, written, electronic or other form, and all reports, notes analyses, compilations, studies or other
documents whether prepared by Recipient, which contain or otherwise reflect or are prepared based on
any such information. Confidential Information includes, but is not limited to, all information and
materials related to the Business Purpose. Confidential Information does not include any information
which: (a) the Recipient can demonstrate was in the lawful and unrestricted possession of the Recipient
prior to its disclosure by the Discloser; (b) is or becomes generally available to the public by acts other
than those of the Recipient after receiving it; (c) is or has been received lawfully and in good faith by the
Recipient from a third party who is not known by the Recipient, after inquiry, to be bound by any
obligations of confidentiality relating to such information; or (d) has been independently developed by
Recipient or any other third party without any use of, reliance on, or reference to any Confidential
Information, and the Recipient can present proof thereof.

2. Obligations

2.1. Recipient shall hold in complete confidence and shall not, and shall not permit any third
party to, disclose, produce, publish, permit access to, or reveal any Confidential Information without the
express prior written consent of the Discloser; provided, however, that such Confidential Information
may be disclosed to Recipient’s directors, officers, employees, agents, advisors or other representatives
(collectively “Representatives”) who need to know such information solely in connection with the
Business Purpose; provided that all such Representatives shall be informed by Recipient of the
confidential nature of such Confidential Information and shall agree to be bound by the terms of this
Agreement. Recipient shall be responsible for any breach of this Agreement by its Representatives.
 2.2. Recipient shall not, and shall not permit any third party to, copy, photograph, photocopy,
alter, modify, disassemble, reverse engineer, decompile, or in any other manner reproduce any materials
containing or constituting Confidential Information without the express prior written consent of the
Discloser and will return or destroy, at Discloser’s option, all Confidential Information, together with
any copies thereof in Recipient’s and/or its Representatives’ possession, promptly upon conclusion of
the Business Purpose. In addition, upon request of the Discloser, Recipient will destroy materials
prepared by it that contain Confidential Information. Recipient shall also, within ten (10) days of a
written request by Discloser, certify in writing that it has satisfied its obligations under this paragraph.

2.3. Disclosure of Confidential Information is not precluded if such disclosure is in compliance

with a valid subpoena or order of a court or other governmental body of the United States or any
political subdivision thereof; provided that Recipient will first give advance notice to the Discloser of
any such request for disclosure as promptly as feasible in order that Discloser may, at its discretion, seek
a protective order or such other appropriate remedy as the Discloser deems necessary. If, failing the
entry of a protective order, the Recipient is, in the opinion of its counsel, compelled to disclose the
Confidential Information, the Recipient shall disclose only that portion of the Confidential Information
as is legally required without liability hereunder.

2.4. Recipient shall use Confidential Information only in connection with the Business
Purpose. Except as otherwise provided herein, Recipient shall not disclose Confidential Information to
any third party (including subcontractors) without first obtaining the Discloser’s written consent.
Recipient shall promptly notify the Discloser of any items of Confidential Information used or disclosed
in violation of this Agreement.

2.5 Without the prior written consent of the Discloser, Recipient shall not, and shall direct its
Representatives not to, disclose to any person the fact that Confidential Information has been made
available to Recipient or that Recipient has inspected any portion of the Confidential Information, the
fact that discussions or negotiations between Recipient and Discloser are taking place concerning the
Business Purpose or a possible transaction between them, or other facts with respect to those discussions
or negotiations including the status thereof.

3. Reservation of Rights

3.1. Discloser hereby retains its entire right, title and interest in and to all Confidential
Information and all copyright, trademark, patent, trade secret and other proprietary rights therein, and
nothing in this Agreement shall be construed to transfer or convey any such right, title or interest to
Recipient.

3.2. Nothing in this Agreement shall be construed to obligate Discloser to disclose any
Confidential Information to Recipient, or to preclude Discloser from disclosing any Confidential
Information to any third party. DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND WITH RESPECT TO THE CONFIDENTIAL INFORMATION OR OTHERWISE
UNDER THIS AGREEMENT, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES.

3.3. Discloser shall be under no obligation to keep as confidential any information or materials
that Recipient voluntarily discloses in connection with the Business Purpose.

4. Injunctive Relief

The Confidential Information has been developed or obtained by the investment of significant
time, effort and expense by the Discloser. Accordingly, if the Recipient fails to perform any of its
obligations hereunder or otherwise fails to comply with any terms or conditions hereof, the Discloser
will suffer immediate, irreparable harm for which monetary damages are not adequate compensation.
Accordingly, the Discloser shall be entitled, in addition to any other remedies available to it at law or in
equity, to injunctive relief to specifically enforce the terms of this Agreement. It is further understood
and agreed that no failure or delay by the Discloser in exercising any right, power or privilege hereunder
shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege hereunder.

5. General

5.1. This Agreement sets forth the entire understanding and agreement between the parties with
respect to the subject matter hereof and supersedes all other oral or written representations and
understandings. This Agreement may only be amended or modified by a writing signed in advance by
the parties.

5.2. No rights or obligations other than those expressly recited herein are to be implied from
this Agreement. No license is hereby granted, directly or indirectly, to any of the Confidential
Information.

5.3. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such
provision shall be eliminated or limited to the minimum extent such that the legality, validity and
enforceability of the remaining provisions will not be affected or impaired.

5.4. This Agreement is binding upon the successors, assigns and legal representatives of the
parties, and protects Confidential Information of any successors or assigns of Discloser.

5.5. This Agreement will be governed by and construed in accordance with the laws of the
State of Arizona without reference to its choice of law rules and as if wholly performed within the State
of Arizona. Any litigation regarding the interpretation, breach, or enforcement of this Agreement will be
filed in and heard by the state or federal courts with jurisdiction to hear such disputes in Phoenix,
Arizona, and both parties hereby submit to the jurisdiction of such courts.
 5.6. If any litigation is brought by either party regarding the interpretation or enforcement of
this Agreement, the prevailing party will recover from the other all costs, attorneys' fees and other
expenses incurred by the prevailing party.

5.7. This Agreement and all of the terms, conditions and provisions hereof will terminate in
their entirety two (2) years following the termination of the Business Purpose except that protection for
Confidential Information which is identified by Discloser as trade secret will not terminate until such
time as trade secret protection ceases.

The signatory hereto warrants and represents that s/he has the authority to enter into this Agreement on
behalf of the party listed above the signatory's name.

Accepted and Agreed to this day of , 2021.

RECIPIENT:

By:
Printed Name:
Title:

____________

By:
Printed Name:
Title: