MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT

THIS MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT (“AGREEMENT”) GOVERNS THE DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION BETWEEN THE PARTIES AS SET FORTH HEREIN. 

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY DISCLOSING OR RECEIVING CONFIDENTIAL INFORMATION AFTER HAVING BEEN PRESENTED THIS AGREEMENT, YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (III) ACCEPT THIS AGREEMENT ON BEHALF OF YOURSELF INDIVIDUALLY OR THE ORGANIZATION FOR WHICH YOU ACT (“YOU” OR “YOUR”).

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MUST NOT DISCLOSE OR RECEIVE ANY CONFIDENTIAL INFORMATION HEREUNDER.  

This Agreement is effective between you and Fearn AI, Inc. (“Fearn”) as of the date of your accepting this Agreement (the “Effective Date”). 

The parties hereby agree as follows:

1. Confidential Information.  “Confidential Information” means any non-public information disclosed by a party (the “Discloser”) to the other party (the “Recipient”), whether in writing, or in oral, graphic, electronic or any other form, and whether on or after the Effective Date.  Notwithstanding the foregoing, Confidential Information excludes any information to the extent that it (a) is or becomes publicly known through no act or omission of the Recipient, (b) was rightfully known by the Recipient without confidential or proprietary restriction before receipt from the Discloser, (c) becomes rightfully known to the Recipient without confidential or proprietary restriction from a source having the right to disclose such information on a non-confidential basis, or (d) is independently developed by the Recipient without the use of or reference to the Confidential Information of the Discloser.  

2. Non-Disclosure and Limited Use.  The Recipient shall not disclose any Confidential Information to any third party without the Discloser’s prior written consent except as set forth in this Agreement.  The Recipient shall not use any Confidential Information to benefit the Recipient or any third party or for any purpose other than to evaluate a potential business arrangement between the parties (the “Purpose”).  The Recipient shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care which the Recipient would use to protect its own Confidential Information, but with no less than a reasonable degree of care.  The Recipient shall have the right to disclose or provide access to the Confidential Information only to its directors, officers, employees, agents, attorneys, contractors, subsidiaries and other affiliates who need to know such information for the Purpose and who are bound by restrictions regarding disclosure and use of the Confidential Information no less restrictive than those set forth herein.  The obligations of this Section ‎2 with respect to any item of Confidential Information survive for a period of three (3) years following the termination or expiration of this Agreement.

3. Permitted Disclosures.  Notwithstanding the non-disclosure obligations of Section ‎2 (Non-Disclosure and Limited Use), the Recipient shall have the right to disclose Confidential Information  (a) to the extent approved in writing in advance by the Discloser; or (b) to enforce a party’s rights under this Agreement or to the extent required by applicable law, regulation, court or administrative order or rules of a stock exchange or automated quotation system.  Prior to any such required disclosure, the Recipient shall give the Discloser reasonable advance written notice of any such disclosure to the extent practicable.

4. Ownership.  As between the parties, all Confidential Information is and will remain the sole property of the Discloser.  The Discloser does not grant the Recipient (by license or otherwise, whether express or implied) any intellectual property rights or other rights under this Agreement or any disclosure hereunder, except the limited right to use such Confidential Information in accordance with the express provisions of this Agreement.  All rights relating to the Confidential Information that are not expressly granted hereunder to the Recipient are reserved and retained by the Discloser.

5. No Warranty.  Except as may be otherwise agreed to by both parties in writing, no warranties of any kind, whether express or implied, are given by the Discloser with respect to any Confidential Information or any use thereof, and the Confidential Information is provided on an “AS IS” basis.  THE DISCLOSER HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

6. Term and Termination.  This Agreement commences on the Effective Date and, unless earlier terminated as set forth below or extended by mutual written agreement, expires on the first (1st) anniversary thereof.  Each party has the right to terminate this Agreement at any time upon written notice to the other party.  Sections ‎3 (Permitted Disclosures), ‎4 (Ownership), ‎5 (No Warranty), ‎7 (Effect of Termination) and ‎8 (Miscellaneous), and, to the extent expressly provided therein, Section ‎2 (Non-Disclosure and Limited Use), survive the expiration or termination of this Agreement.

7. Effect of Termination.  Upon any termination of discussions or any business or other relationship between the parties related to the Purpose, or of this Agreement, or at any time at the Discloser’s request, (a) the Recipient shall promptly destroy all materials (in written, electronic or other form) containing or constituting Confidential Information, including any copies and portions thereof (except for one (1) copy for the Recipient’s legal archives), and (b) the Recipient shall not use the Confidential Information in any way for any purpose other than to confirm the Recipient’s compliance with the terms of this Agreement.

8. Miscellaneous.  This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether oral or written, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom.  No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by duly authorized signatories of both parties.  The waiver by a party of a default under any provision of this Agreement will not be construed as a waiver of any subsequent default under the same or any other provision of this Agreement.  Any delay or omission on the part of a party to exercise or avail itself of any right or remedy that it has or may have hereunder will not operate as a waiver of any right or remedy.  This Agreement is governed by, interpreted and construed in accordance with the laws of California, without regard to the conflicts of law principles thereof.  If any of the provisions, or portions thereof, of this Agreement are found to be invalid, illegal or unenforceable, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transaction contemplated by this Agreement is not affected in any manner materially adverse to any party.  This Agreement and the rights and obligations hereunder may not be assigned or delegated by either party, in whole or part, without the prior written consent of the other party; provided, however, that either party may, without such consent, assign this Agreement together with its rights and obligations hereunder to any successor to all or substantially all of such party’s business or assets to which this Agreement relates.  Any purported assignment or delegation in violation of the foregoing will be void.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.