This Mutual Confidentiality Agreement (“Agreement”) is entered into this _____ day of ____________, 20__ (the “Execution Date”) by and between Quantiphi, Inc., a Delaware corporation with its principal office at 33 Boston Post Road West, Suite 600, Marlborough, MA 01752 (“Quantiphi”), and [CUSTOMER’S NAME] [JURISDICTION AND TYPE OF ENTITY], with an address of [CUSTOMER’S ADDRESS] (“Company”). Quantiphi and Company are individually referred to herein as a “Party” and collectively as the “Parties.” WHEREAS the Parties may engage in discussions in contemplation of a mutually beneficial business relationship (the “Business Purpose”); and WHEREAS in the course of dealings between the Parties, each Party may have access to or have disclosed to it information which is confidential in nature; and WHEREAS the Parties each desire to establish and set forth their rights, duties and obligations with respect to the other Party’s Confidential Information (as hereinafter defined), NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Definitions. “Affiliate(s)” means a business entity which directly or indirectly Controls, is under the Control of or under common Control with the Party. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management of such business entity, whether through ownership of voting securities or otherwise. “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party under this Agreement. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party under this Agreement. “Confidential Information” means information that is owned or controlled by the Disclosing Party or its Affiliate(s) and is directly or indirectly disclosed or otherwise made available hereunder, whether written, graphic, oral, visual, tangible or intangible, in any form or format (including machine or computer readable code) and whether or not disclosed before or after the Execution Date of this Agreement, and whether or not such information is marked as confidential. Confidential Information includes, without limitation, any and all technical and non-technical data, formulae, ideas, know-how, materials, methods, operational information, patent applications, plans, procedures, processes, product information, projections, specifications, standards, strategies, technical information, techniques, trade secrets, tools, or other technical, business or proprietary information. “Personal Information” means any personal information of an individual that is protected by a subpoena, court order, law, rule, regulation or other similar requirement of a governmental or regulatory authority. 2. Confidentiality. The Parties acknowledge and agree that, upon a Disclosing Party disclosing Confidential Information to the Receiving Party, the Receiving Party shall be under a strict obligation of confidentiality with respect to the Confidential Information as specifically set forth herein. The Receiving Party shall: use the Confidential Information, or any part thereof, only as necessary for the Business Purpose and as set forth in this Agreement; not disclose the Confidential Information or any information derived therefrom to any third party, except as provided for in this Agreement; take all reasonable steps available to it, and in any event not less than those used to protect its own confidential information, to keep the Confidential Information in the strictest confidence; not reverse engineer, decompile or disassemble any such Confidential Information or, except as expressly permitted herein, copy the same; and not, without the prior written consent of the Disclosing Party, transmit, directly or indirectly, the Confidential Information or any portion thereof to any country outside of the United States if the export or re-export of such information is prohibited by U.S. export laws. The Receiving Party has no obligation of confidence with respect to any Confidential Information which: is available to the public at the date of disclosure to the Receiving Party or which thereafter becomes available to the public through no fault of the Receiving Party; is already known to the Receiving Party at the time of its disclosure to the Receiving Party, or is developed independently by the Receiving Party without reference to the Confidential Information, provided that the Receiving Party can establish this fact by written documentation; is received by the Receiving Party without obligation of confidence from a third party that is lawfully in possession of such information free from any obligation of confidence; or is disclosed by the Disclosing Party to a third party without an obligation of confidence on the third party. Receiving Party agrees that it will not disclose Confidential Information to any third party without prior written consent of Disclosing Party. Notwithstanding the foregoing, Receiving Party may disclose Disclosing Party’s Confidential Information to an agent of Receiving Party performing services for Receiving Party related to the Business Purpose, provided that such agent is under obligations of confidentiality regarding Disclosing Party’s Confidential Information at least as restrictive as those within this Agreement. Receiving Party agrees to disclose Confidential Information only to those of its or its Affiliates’ officers and employees whose duties justify the need to know the Confidential Information for the Business Purpose. Upon disclosing Confidential Information to its or its Affiliates’ officers and employees, Receiving Party will advise said officers and employees of the confidential nature of the Confidential Information and the relevant obligations contained in this Agreement. Receiving Party will be liable for unauthorized use and/or disclosure of Confidential Information by it, its Affiliates and its/their officers, employees, and agents (as the case may be). Notwithstanding the provisions of this Agreement, the Receiving Party may disclose Confidential Information if required or reasonably requested by a court or tribunal of competent jurisdiction, by a government agency, or by a regulatory body, provided that the Receiving Party shall: take all steps as reasonable and available to maintain confidentiality by the court, tribunal, government agency, or regulatory body; redact, if possible, all portions of the Confidential Information not subject to the applicable government, tribunal, or regulatory order, and provide the Disclosing Party with prompt written notice of any request for such disclosure reasonably prior to any such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. Each Party acknowledge that the other may (i) be considering, and may in the future consider, business ideas, products and technologies similar to or the same as such Party’s or (ii) evaluate investments in, offer services to, and enter into other transactions with, companies that may be competitors, suppliers or customers of such Party. This Agreement shall not prevent either Party from pursuing such ideas or opportunities, either internally or through the use of third parties; provided that neither Party may use Confidential Information of the other in the pursuit thereof. Neither this Agreement, nor any disclosure of Confidential Information hereunder, grants the Receiving Party any license or right under any patent, trade secret, trade-mark, copyright or other proprietary or intellectual property right, now or afterwards owned or controlled by the Disclosing Party. 3. Personal Information. The Parties acknowledge that Personal Information is subject to heightened confidentiality and security obligations under state, federal, and international laws. Neither Party may record, reproduce, transfer or disclose each other's Personal Information or otherwise remove any Personal Information from each other’s systems or facilities without a prior written agreement. 4. Return of Confidential Information. Following a request of Disclosing Party or upon the termination of this Agreement, Receiving Party shall promptly, but in no event more than five (5) business days following such request or the termination of this Agreement, return to Disclosing party all or any portion of Disclosing Party’s Confidential Information or, at Disclosing Party’s election, destroy all or any part of Disclosing Party’s Confidential Information, and upon request by Disclosing Party, provide certification thereof. Notwithstanding any of the foregoing, if Confidential Information has been archived pursuant to Receiving Party’s routine, computer archiving processes, Receiving Party shall not be required to destroy or delete such archived copies of Confidential Information. Any such Confidential Information that is not destroyed or deleted by Receiving Party shall remain subject to the confidentiality obligations set forth in this Agreement. 5. Termination; Term. This Agreement shall continue in effect until terminated by a Party in writing. Either Party may terminate this Agreement upon ten (10) days advance written notice to the other Party. Termination of this Agreement will terminate disclosures to Receiving Party but will not terminate the obligations of Receiving Party with respect to Confidential Information already disclosed to Receiving Party. The provisions of this Agreement, including, without limitation, the obligation to protect and keep confidential received Confidential Information and to return Confidential Information, shall survive and continue after the termination or expiration of this Agreement the longer of three (3) years from the date that Confidential Information is disclosed to it by the Disclosing Party, or, with respect to a Party’s trade secrets and any personally-identifiable information of any individual, for so long as such information remains non-public. 6. No Warranties. Confidential Information disclosed hereunder is provided solely at the discretion of the Disclosing Party. Confidential Information disclosed hereunder is provided on an “AS IS” basis, without warranty or condition of any kind. The Disclosing Party is not liable for any damages arising out of use of the Confidential Information by the Receiving Party. 7. Remedies. Receiving Party recognizes that any breach of this Agreement will cause irreparable injury to the goodwill and proprietary rights of Disclosing Party and its Affiliates, inadequately compensable in monetary damages. Accordingly, in addition to any other legal or equitable remedies that may be available to Disclosing Party, Receiving Party agrees that Disclosing Party will be able to seek and obtain immediate injunctive relief in the form of a temporary restraining order without notice, preliminary injunction, or permanent injunction against Receiving Party to enforce this Agreement. Disclosing Party shall not be required to post any bond or other security and shall not be required to demonstrate any actual injury or damage to obtain injunctive relief from the courts. b. In any action at law or in equity arising out of this Agreement in which Disclosing Party prevails, Disclosing Party shall be entitled to recover from Receiving Party reasonable attorneys’ fees, expenses (including experts and consultants) and court costs in addition to any other relief to which it may be entitled. c. Any recovery of damages by Disclosing Party shall be in addition to and not in lieu of the injunctive relief to which Disclosing Party is entitled. 8. No Obligations. This Agreement does not create any other obligations, including agency or partnership obligations, between the Parties. This Agreement does not constitute an offer to sell Confidential Information or items incorporating it. Such obligations can only be made in separate written agreements properly executed by both Parties. 9. Assignment. This Agreement shall inure to the benefit of, and be binding on, the Parties and their respective successors and assigns. The Receiving Party may not assign, transfer or delegate, all or any part of its respective rights, or duties or obligations under this Agreement without the prior written consent of the Disclosing Party. 10. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding Massachusetts conflict of laws rules, notwithstanding any state’s choice of law provisions to the contrary. The Parties intend the provisions of this Agreement to supplement, but not displace, their respective obligations and responsibilities under the Delaware Trade Secrets Act Del. C. § 2001 et seq. The Parties hereby irrevocably consent to the jurisdiction of the courts of the Commonwealth of Massachusetts and venue in the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts located in Boston, Massachusetts, with respect to any and all actions related to the enforcement of this Agreement and hereby knowingly and irrevocably waive any and all objections thereto. All civil actions related to the enforcement of this Agreement shall be initiated and maintained in the aforementioned courts. EXCEPT TO THE EXTENT REQUIRED BY LAW, COMPANY AND QUANTIPHI EACH HEREBY VOLUNTARILY, INTENTIONALLY AND KNOWINGLY WAIVE ANY RIGHT TO TRIAL BY JURY. 11. Severability. If any provision of this Agreement is found, by a court or tribunal of competent jurisdiction, to be wholly or partially unenforceable, such unenforceability shall not affect the enforceability of the balance of the Agreement and all provisions of this Agreement shall, if alternative interpretations are applicable, be construed so as to preserve the enforceability hereof. 12. Notices. All notices required or desired to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of service if served personally or via verified-delivery overnight courier (e.g., FedEx) on the Party to whom notice is to be given, or (b) on the third day after mailing if mailed to the Party to whom notice is to be given by registered or certified mail, return receipt requested, postage prepaid, to the addresses listed below: If to Quantiphi, to: Quantiphi, Inc. 33 Boston Post Road West Suite 600, Marlborough, MA 01752 Attention: [Name] Email: Copy to: legal@quantiphi.com If to Company, to: [Insert Address] Email: A Party may, by giving written notice to the other Party, change the address and/or email to which notice shall then be sent. 13. Amendments. This Agreement may not be modified, amended, or waived in any manner except by an instrument in writing signed by the Parties to this Agreement that explicitly refers to this Agreement. 14. Waiver. The waiver by a Party of compliance by the other Party with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement (whether or not similar), or a continuing waiver or a waiver of any subsequent breach by a Party of a provision of this Agreement. Performance by any Party of any act not required of it under the terms and conditions of this Agreement shall not constitute a waiver of the limitations on its obligations under this Agreement, and no performance shall estop that Party from asserting those limitations as to any further or future performance of its obligations. 15. Complete Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, or other agreements between the Parties in connection with the subject matter of this Agreement, whether oral or written, express or implied, except as specifically set out in this Agreement. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Facsimile and emailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.