This MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into by and among RQR Partners,
LLC, a Minnesota limited liability company (“RQR Partners”), and the party providing Submitted Content, as defined
in the Terms of Service (“Applicant”). RQR Partners and Applicant may be referred to in this Agreement
individually as a “Party” and collectively as the “Parties.”
RQR Partners, by providing the Services as described in the Terms of Service, and Applicant, by providing Submitted
Content and clicking the box to accept this Agreement on the application page, desire to exchange certain
information that is non-public, confidential or proprietary in nature to facilitate the evaluation of an investment
by RQR or a third-party in Applicant (the “Purpose”).
NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. As used in this Agreement, the terms defined above have their assigned meanings and the
following terms have the meanings stated:
1.1 “Confidential Information” means information that is furnished by one of the Parties either prior to or
after the date of this Agreement, whether orally or in writing, which would reasonably be expected to be
confidential, including, without limitation, the following: customer information; information protected by privacy
and disclosure laws; marketing and development plans; research and development; business plans; policies; contracts;
financial information; matters of a technical nature, “know how,” discoveries, inventions, ideas, computer software
and programs; access codes and source codes; trade secrets; processes and techniques; application questions and
application processes; investment metrics and criteria; and other similar information in which the Disclosing Party
has rights; provided, however, that “Confidential Information” does not include Non-protected Information.
1.2 “Disclosing Party” means, as to any Confidential Information, the Party that provides that Confidential
Information to the other Party.
1.3 “Non-protected Information” means (i) information that is obtained by Recipient or its Representatives
from a source other than the Disclosing Party; provided that such source is not known, or should not reasonably have
been known, by Recipient or its Representatives to be bound by obligations of confidentiality to Disclosing Party
with respect to such information; (ii) information that is or becomes generally available to the public other than
as a result of a disclosure by Recipient or its Representatives in violation of the provisions of this Agreement;
(iii) information already known by the Recipient prior to its disclosure by Disclosing Party; or (iv) information
that is developed independently by Recipient or its Representatives without use of Confidential Information.
1.4 “Person” means an individual, a corporation, a partnership, a limited liability company, an association,
a trust, or any other entity or organization of any kind, including, without limitation, a governmental authority or
1.5 “Recipient” means, as to any Confidential Information, the Party that receives that Confidential
Information from the other party.
1.6 “Representatives” means affiliates, directors, officers, employees, managers, members, partners,
representatives, or agents, including, without limitation, attorneys, consultants, and financial advisors.
2. Permitted Use; Non-Disclosure of Confidential Information. Subject to Sections 3–5, Recipient shall only
use Confidential Information for the Purpose and shall treat all Confidential Information disclosed to it by
Disclosing Party as secret and confidential and will protect and safeguard such Confidential Information from any
disclosure using at least the same degree of care as Recipient uses to protect and safeguard its own confidential
and proprietary information (and, in any event, not less than a reasonable degree of care). Recipient agrees not to
disclose any Confidential Information, except as specifically provided for in this Agreement. Except as provided in
Sections 3–5, Recipient further agrees not to disclose any Confidential Information without the prior written
consent of Disclosing Party.
3. Permitted Disclosure. Recipient may disclose the Confidential Information to its Representatives who (a)
need to know such information in order to facilitate the Purpose; (b) are informed of the confidential nature of the
Confidential Information; and (c) agree to maintain the confidentiality of the Confidential Information.
4. Disclosure to Potential Investors. RQR Partners may disclose Confidential Information to any Person for
the purpose of allowing that Person to evaluate a potential investment in Applicant so long as (a) RQR Partners does
not reveal Applicant’s identity; (b) RQR Partners informs the Person of the confidential nature of the Confidential
Information; and (c) the Person agree to maintain the confidentiality of the Confidential Information.
5. Compelled Disclosure. If Recipient or any of its Representatives are required to disclose any Confidential
Information pursuant to any applicable law, rule, regulation, subpoena, court order, similar judicial process,
regulatory agency or stock exchange rule, Recipient will, to the extent permitted by law, promptly notify Disclosing
Party of any such requirement so that Disclosing Party, at its sole cost and expense, may seek an appropriate
protective order or waive compliance with the provisions of this Agreement. If such order is not obtained, or
Disclosing Party waives compliance with the provisions of this Agreement, Recipient and its Representatives will
disclose only that portion of the Confidential Information which they are requested or required by the above person
or process to so disclose. In the event that Recipient and its Representatives have complied fully with the
provisions of this section, Disclosing Party agrees that such disclosure may be made by Recipient and its
Representatives without any liability under this Agreement.
6. Term of this Agreement. This Agreement and all obligations under this Agreement shall terminate on the
first anniversary of the date the Applicant accepted this Agreement unless terminated earlier by either Party upon written
notice to the other Party.
7. Return or Destruction of Confidential Information. Upon the earlier of (a) termination of this Agreement
or (b) the written request of the Disclosing Party, the Recipient shall return all copies of the Disclosing Party’s
Confidential Information or certify in writing that all copies thereof have been destroyed; provided that (a) any
return or destruction is subject to applicable law, regulation and document retention and compliance policies, and
(b) nothing shall require the erasure, deletion, alteration or destruction of back-up media and back-up electronic
archives made in the ordinary course of business.
8. Evaluation of Other Persons. Applicant expressly acknowledges that RQR Partners may evaluate other Persons
that are similar to Applicant or that compete with Applicant and that any information received from those other
Persons shall be Non-protected Information under this Agreement. Nothing in this Agreement shall prevent RQR
Partners from receiving information from those other Persons and nothing in this Agreement shall limit RQR Partner’s
use of information received from those other Persons, regardless of whether that information is the same as or
similar to Confidential Information of Applicant.
9. Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY DISCLOSING PARTY “AS IS” AND WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS,
PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Integration. This Agreement contains and constitutes the entire agreement of the parties with respect to
the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or
oral, of the parties hereto. While the Terms of Service shall remain in full effect, where there is a conflict
between this Agreement and the Terms of Service, this Agreement shall control.
11. Waiver. No failure or delay by Disclosing Party in exercising any right, power or privilege under this
Agreement will operate as a waiver of the right, power or privilege. A single or partial exercise of any right,
power or privilege will not preclude any other or further exercise of the right, power or privilege or the exercise
of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and
not exclusive of any rights or remedies provided by law.
12. Governing Law & Savings Clause. This Agreement will be governed by, and construed in accordance with,
the laws of the State of Minnesota, without reference to conflicts of laws provisions. Venue for any action
involving this Agreement shall be proper only in Minnesota. The parties hereto expressly waive the jurisdiction of
any foreign court. If any provision of the Agreement is declared void or otherwise unenforceable, such provision
shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.
13. Successors and Assigns. No Party may assign any of its rights, interests or obligations under this
Agreement without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of