THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) 

BETWEEN:‍

Natural Selection (the “Provider”)

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BACKGROUND:

1. The Provider and the Recipient desire to enter into a confidentiality agreement with regard to: The recipient may use the Confidential Information only for the purpose of investigating the risks and benefits of forming a joint venture. (the “Permitted Purpose”).

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2. In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the ‘Confidential Information’). 

IN CONSIDERATION OF and as a condition of the Provider providing the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows: 

Confidential Information

1. All written and oral information and materials disclosed or provided by the Provider to the Recipient under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Recipient.
2. ‘Confidential Information’ means all data and information relating to the business and management of the Provider, including proprietary and trade secret, accounting records to which access is obtained by the Recipient, including Work Product, Production Processes, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customers. 

1. Confidential Information will also include any information that has been disclosed by a third party to the Provider and governed by a non disclosure agreement entered into between the third party and the Provider.
2. Work Product means work product resulting from or related to work or projects performed or to be performed for the Provider or for clients of the Provider, of any type or form in any stage of actual or anticipated research and development. 
3. Production Processes means processes used in the creation, production and manufacturing of the Work Product, including but not limited to formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs and designs; 
4. Other Proprietary Data means information relating to the Provider’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets); 
5. Business Operations means internal personnel and financial information, vendor names and other vendor information(including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting Provider’s business; 
6. Marketing and Development Operations means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Provider which have been or are being discussed; and 
7. ‘Customers’ means names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of the Provider. 

Obligations of Non-Disclosure

3. Except as otherwise provided in this Agreement, the Recipient must not disclose the Confidential Information 
4. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Provider or any of his affiliates or subsidiaries. 
5. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of five (5) years from the date of such expiration or termination. 
6. The Recipient may disclose any of the Confidential Information: 

1. To such of their employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:

i. the Recipient has informed such personnel of the confidential nature of the Confidential Information; 

ii. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the recipient; 

iii. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and 

iv. the Recipient agrees to be responsible for and indemnify the Provider for any breach of this Agreement by their personnel. 

2. To a third party where the Provider has consented in writing to such disclosure; and 
3. To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body. 

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7. The Recipient agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement. 

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Non-Solicitation

8. The Recipient, their affiliates, subsidiaries and representatives will not, for a period of five (5) years, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Provider or any affiliate of Provider without the prior written consent of the Provider. 

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Non-Competition

9. Other than with the express written consent of the Provider, which consent may not be unreasonably withheld, the Recipient will not, for a period of ten (10) years, be directly or indirectly involved with a business which is in direct competition with the business lines of the Provider that are the subject of this Agreement.

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10. For a period of ten (10) years, the Recipient will not divert or attempt to divert from the Provider any business the Provider had enjoyed, solicited, or attempted to solicit, from his customers, at the time the parties entered into this agreement. 

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Ownership and Title

11. Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Provider. 
12. The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Provider. Accordingly, the Recipient agrees that the Provider is entitled to, in addition to all other rights and remedies available to him at law or in equity, an injunction restraining the Recipient and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information. 
13. The Recipient will keep track of all Confidential Information provided to them and the location of such information. The Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:

1. Return all Confidential Information to the Provider and will not retain any copies of this information;
2. Provide a certificate to the Provider that such materials have been destroyed or returned, as the case may be. 

Notices

14. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Provider prompt written notice of such request so the Provider may seek an appropriate remedy or alternatively to waive the Recipient’s compliance with the provisions of this Agreement in regards to the request. 
15. If the Recipient loses or makes unauthorized disclosure of any of the Confidential Information, the Recipient will immediately notify the Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information. 
16. Any notice or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing. 

Governing Law

17. This Agreement will be construed in accordance with and governed by the laws of the State of California. 
18. Heading are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 
19. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement. 
20. The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient. 
21. The Provider and Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Provider and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Provider the broadest possible protection against disclosure of the Confidential Information. 
22. No failure to delay by the Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power of privilege provided in this Agreement.

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