Last updated February 3, 2020

CONFIDENTIAL NON-DISCLOSURE AGREEMENT

The Person or Individual (the “Interviewee”) scheduling and participating in customer and product validation interview activities with Raika Technologies, LLC, and the client or clients it represents, (collectively the “Company”) hereby agree as follows:

  1. In order for the Company to conduct product feedback interviews with Interviewee, it is necessary and desirable that the Company disclose to Interviewee certain proprietary and confidential information concerning certain technology, know-how, data and/or other information of the Company relating to its products, services, software and/or operations (hereinafter referred to as “Confidential Information”). Confidential Information includes the Company’s Business Plan, information, technical data and know-how, including but not limited to inventions, processes, designs, drawings, engineering, software codes, computer data, marketing and financial information disclosed by the Company either directly or indirectly in writing, orally, or inspection of equipment or computer programs. Confidential Information shall include, but not be limited to, all materials marked “Confidential Information”.

  2. The Interviewee agrees to use at least the degree of care that it uses to safeguard similar materials of its own, but in all events at least reasonable care, to prevent inadvertent disclosure of Confidential Information to others.

  3. The Interviewee agrees not to use Confidential Information for its own use or for any other purpose except to provide feedback and opinions about the subject matter presented by the Company for the purposes of current and future product development by the Company. The Interviewee shall not disclose any Confidential Information to any of its agents, affiliates, or any other party.

  4. The obligations of Sections 2 and 3 hereof shall not apply with respect to any particular portion of the Confidential Information:

    a) when the Interviewee can document that:

    1. it was in the public domain at the time of the Company’s communication thereof to the Interviewee;

    2. it entered the public domain through no action of the Interviewee subsequent to the time of the Company’s communication thereof to the Interviewee;

    b) when it is already known to the Interviewee or independently developed by the Interviewee;

    c) upon the prior written consent of the Company.

  5. All materials, including, without limitation, the Business Plan, documents, drawings, models, software codes, computer programs, apparatus, sketches, designs and lists, furnished by the Company to the Interviewee shall remain the property of the Company and nothing contained herein shall be construed as giving the Interviewee any license or rights with respect to any information or materials which may be disclosed to it, including Confidential Information. The Interviewee shall make no copies of any Confidential Information without the prior written consent of the Company and the Interviewee shall return to the Company promptly at its request all Confidential Information along with all copies made thereof and all documents or things containing any portion of Confidential Information.

  6. This Agreement shall be construed in accordance with the laws of the State of Colorado.

  7. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

  8. This Agreement contains the entire agreement of, and supersedes any and all prior understandings, arrangements and agreements between the parties hereof, whether oral or written, with respect to the subject matter hereof.