NON-

DISCLOSURE AGREEMENT
This Non-disclosure Agreement (this "Agreement") is made effective as of September 15, 2 1! (the "Effective Date"), b" and bet#een $oursolve, %nc& (the "Owner"), of 2 ' (iesfeld )ar*#a", +len Allen, ,irginia 2! - , and (the "Recipient"), of (.ecipient/s address)& The 0#ner is an online platform that connects courses #ith organi1ations to empo#er students to solve real-#orld problems& The .ecipient is a student #ho is #or*ing #ith $oursolve to obtain real-#orld e2perience as part of their education& %nformation #ill be disclosed to the .ecipient in e2change for his or her contributions to developing a scaling strateg" for $oursolve& The 0#ner has re3uested that the .ecipient #ill protect the confidential material and information #hich ma" be disclosed bet#een the 0#ner and the .ecipient& Therefore, the parties agree as follo#s& I. CON IDENTIAL IN ORMATION. The term 4$onfidential %nformation4 means an" information or material #hich is proprietar" to the 0#ner, #hether or not o#ned or developed b" the 0#ner, #hich is not generall" *no#n other than b" the 0#ner, and #hich the .ecipient ma" obtain through an" direct or indirect contact #ith the 0#ner& A. "C!nfi"entia# Inf!rmati!n" includes #ithout limitation5 - business records and plans - financial statements - customer lists and records - trade secrets - technical information - products - inventions - product design information - pricing structure - discounts - costs - computer programs and listings - source code and6or ob7ect code - cop"rights and other intellectual propert" and other proprietar" information& $. "C!nfi"entia# Inf!rmati!n" does not include5
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- matters of public *no#ledge that result from disclosure b" the 0#ner8 - information rightfull" received b" the .ecipient from a third part" #ithout a dut" of confidentialit"8

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- information independentl" developed b" the .ecipient8 - information disclosed b" operation of la#8 - information disclosed b" the .ecipient #ith the prior #ritten consent of the 0#ner8 and an" other information that both parties agree in #riting is not confidential& II. %ROTECTION O CON IDENTIAL IN ORMATION. The .ecipient understands and ac*no#ledges that the $onfidential %nformation has been developed or obtained b" the 0#ner b" the investment of significant time, effort and e2pense, and that the $onfidential %nformation is a valuable, special and uni3ue asset of the 0#ner #hich provides the 0#ner #ith a significant competitive advantage, and needs to be protected from improper disclosure& %n consideration for the receipt b" the .ecipient of the $onfidential %nformation, the .ecipient agrees as follo#s5 A. N! Di&c#!&'re. The .ecipient #ill hold the $onfidential %nformation in confidence and #ill not disclose the $onfidential %nformation to an" person or entit" #ithout the prior #ritten consent of the 0#ner& $. N! C!p(ing)M!"if(ing. The .ecipient #ill not cop" or modif" an" $onfidential %nformation #ithout the prior #ritten consent of the 0#ner& C. Una't*!ri+e" U&e. The .ecipient shall promptl" advise the 0#ner if the .ecipient becomes a#are of an" possible unauthori1ed disclosure or use of the $onfidential %nformation& D. App#icati!n t! Emp#!(ee&. The .ecipient shall not disclose an" $onfidential %nformation to an" emplo"ees of the .ecipient, e2cept those emplo"ees #ho are re3uired to have the $onfidential %nformation in order to perform their 7ob duties in connection #ith the limited purposes of this Agreement& 9ach permitted emplo"ee to #hom $onfidential %nformation is disclosed shall sign a non disclosure agreement substantiall" the same as this Agreement at the re3uest of the 0#ner& III. UNAUT,ORI-ED DISCLOSURE O IN ORMATION - IN.UNCTION. %f it appears that the .ecipient has disclosed (or has threatened to disclose) $onfidential %nformation in violation of this Agreement, the 0#ner shall be entitled to an in7unction to restrain the .ecipient from disclosing the $onfidential %nformation in #hole or in part& The 0#ner shall not be prohibited b" this provision from pursuing other remedies, including a claim for losses and damages& I/. NON-CIRCUM/ENTION. :uring the term of this Agreement, .ecipient #ill not attempt to do business #ith, or other#ise solicit an" business contacts found or other#ise referred b" 0#ner to .ecipient for the purpose of circumventing, the result of #hich shall be to prevent the 0#ner from reali1ing or recogni1ing a profit, fees, or other#ise, #ithout the specific #ritten approval of the 0#ner& %f such circumvention shall occur the 0#ner shall be entitled to an" commissions due pursuant to this Agreement or relating to such transaction& /. RETURN O CON IDENTIAL IN ORMATION. ;pon the #ritten re3uest of the 0#ner, the .ecipient shall return to the 0#ner all #ritten materials containing the $onfidential %nformation& The .ecipient shall also deliver to the 0#ner #ritten statements signed b" the
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.ecipient certif"ing that all materials have been returned #ithin five (5) da"s of receipt of the re3uest& /I. RELATIONS,I% O %ARTIES. Neither part" has an obligation under this Agreement to purchase an" service or item from the other part", or commerciall" offer an" products using or incorporating the $onfidential %nformation& This Agreement does not create an" agenc", partnership, or 7oint venture& /II. NO 0ARRANT1. The .ecipient ac*no#ledges and agrees that the $onfidential %nformation is provided on an 4AS %S4 basis& T<9 0=N9. >A?9S N0 =A..ANT%9S, 9@).9SS 0. %>)(%9:, =%T< .9S)9$T T0 T<9 $0NA%:9NT%A( %NA0.>AT%0N AN: <9.9BC 9@).9SS(C :%S$(A%>S ANC AN: A(( %>)(%9: =A..ANT%9S 0A >9.$<ANTAB%(%TC AN: A%TN9SS A0. A )A.T%$;(A. );.)0S9& %N N0 9,9NT S<A(( T<9 0=N9. B9 (%AB(9 A0. ANC :%.9$T, %N:%.9$T, S)9$%A(, 0. $0NS9D;9NT%A( :A>A+9S %N $0NN9$T%0N =%T< 0. A.%S%N+ 0;T 0A T<9 )9.A0.>AN$9 0. ;S9 0A ANC )0.T%0N 0A T<9 $0NA%:9NT%A( %NA0.>AT%0N& The 0#ner does not represent or #arrant that an" product or business plans disclosed to the .ecipient #ill be mar*eted or carried out as disclosed, or at all& An" actions ta*en b" the .ecipient in response to the disclosure of the $onfidential %nformation shall be solel" at the ris* of the .ecipient& /III. LIMITED LICENSE TO USE. The .ecipient shall not ac3uire an" intellectual propert" rights under this Agreement e2cept the limited right to use as set forth above& The .ecipient ac*no#ledges that, as bet#een the 0#ner and the .ecipient, the $onfidential %nformation and all related cop"rights and other intellectual propert" rights, are (and at all times #ill be) the propert" of the 0#ner, even if suggestions, comments, and6or ideas made b" the .ecipient are incorporated into the $onfidential %nformation or related materials during the period of this Agreement& I2. INDEMNIT1. 9ach part" agrees to defend, indemnif", and hold harmless the other part" and its officers, directors, agents, affiliates, distributors, representatives, and emplo"ees from an" and all third part" claims, demands, liabilities, costs and e2penses, including reasonable attorne"s fees, costs and e2penses resulting from the indemnif"ing part"/s material breach of an" dut", representation, or #arrant" under this Agreement& 2. ATTORNE1 EES. %n an" legal action bet#een the parties concerning this Agreement, the prevailing part" shall be entitled to recover reasonable attorne"s fees and costs& 2I. GENERAL %RO/ISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentialit"& The obligations of confidentialit" shall survive indefinitel" from the date of disclosure of the $onfidential %nformation& An" amendments must be in #riting and signed b" both parties& This Agreement shall be construed under the la#s of the State of :ela#are& This Agreement shall not be assignable b" either part"& Neither part" ma" delegate its duties under this Agreement #ithout the prior #ritten consent of the other part"& The confidentialit" provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement& %f an" provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to
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best effectuate the original intent and purpose of this Agreement&

IN 0ITNESS 0,EREO , this Non-disclosure Agreement b" and bet#een $oursolve, %nc& and .ecipient has been e2ecuted and delivered in the manner prescribed b" la# as of the date first #ritten above& O0NER3 $oursolve, %nc&

B"5 Nabeel +illani :irector Address5 2 ' (iesfeld )ar*#a" +len Allen, ,irginia 2! -

RECI%IENT3

(enter "our full name)

B"5 .ecipient Address5

(.ecipient/s signature)

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