Mutual Non-Disclosure Agreement

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:

1.1Confidential 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.

1.2Disclosing Party” means, as to any Confidential Information, the Party that provides that Confidential Information to the other Party.

1.3Non-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.

1.4Person” 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 agency.

1.5Recipient” means, as to any Confidential Information, the Party that receives that Confidential Information from the other party.

1.6Representatives” 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.


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 the Parties.