Nondisclosure Agreement

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I, (the “Recipient”), enter into this Nondisclosure Agreement (the “Agreement”) with Liminex, Inc. dba GoGuardian and Pear Deck Learning (the “Company”), effective as of the date of my first receipt of any Confidential Information (as defined below), for the purpose of enabling the Company to evaluate a possible relationship with me.

1. Access to Confidential Information  

I acknowledge that for the sole and limited purpose of evaluating a possible relationship with me, the Company might disclose, or enable me to have access to, certain Confidential Information of the Company, as defined below.  I agree that, except for purposes of evaluating a possible relationship with the Company or as expressly authorized in writing by the Company: (a) I will not use or disclose any Confidential Information; (b) I will keep all Confidential Information confidential at all times; and (c) I will not copy, reproduce or modify any Confidential Information, or any copy, adaptation, transcription, or portion thereof.

2. Definition of “Confidential Information”

For purposes of this Agreement, “Confidential Information” means any and all information and material provided by or concerning the Company or its affiliates, including any of their directors, officers, shareholders, employees or agents  (collectively, and together with the Company, the “Company Parties”), to the Recipient, or otherwise accessed or received by the Recipient, regardless of the manner in which it is furnished, which may include (without limitation) information regarding: (a) non-public and/or sensitive information regarding the Company Parties, (b) trade secrets of the Company Parties, and (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Company Parties, including (without limitation) Company Parties’ information concerning research, experimental work, development, design details and specifications, financial information, procurement requirements, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Company Parties provide regarding third parties; provided, however, that Confidential Information shall not include information that: (i) is generally known or available to the public, or (ii) is furnished to me by a third party who obtained such information using lawful means and without any restrictions on disclosure.‍

3. Ownership

The Company shall have sole and exclusive ownership of all right, title and interest in and to the Confidential Information, including ownership of all trade secrets, copyrights, and other intellectual property rights pertaining thereto, subject only to any rights and privileges expressly granted by Company.

4. Return of Confidential Information

Upon the earlier of Company’s request or the completion of my authorized use, I shall promptly return to the Company all copies of Confidential Information in my possession, and I shall discontinue all further use (including any dissemination) of the Confidential Information.  

5. Third Party Information

I agree that during the course of communications with the Company pursuant to this Agreement, I will not make any unauthorized use or disclosure to the Company of any confidential information or trade secrets of any other person or entity to whom I have an obligation of confidentiality with respect to such information.

6. Remedies for Breach

I acknowledge that in the event of any breach of this Agreement, the Company will not have an adequate remedy in money or damages, and therefore the Company shall be entitled to obtain temporary, preliminary and/or permanent injunctive relief to redress any such breach, from any court of competent jurisdiction, and that the Company’s right to obtain such relief shall not limit its right to obtain other available remedies.

7. Confidentiality of Agreement  

I will not disclose any terms of this Agreement to anyone other than my attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law or (b) pursuant to a mutually agreeable press release or (c) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement with terms no less restrictive than in this Agreement).

8. General‍

The interpretation and enforcement of this Agreement shall be governed by the laws of the State of California. I may not assign or subcontract any right or obligation hereunder without the prior written consent of Company. This Agreement constitutes the entire agreement between the parties concerning the subject matters hereof; it supersedes any and all prior agreements or representations, written or oral, with respect to its subject matters; and it cannot be modified except in a written agreement signed by the Company.