MUTUAL NONDISCLOSURE AGREEMENT

BRAIN + TRUST INSIGHTS , INC. & [ COMPANY] -

This Mutual Nondisclosure Agreement (“ Agreement ”) is made by and between Brain + Trust Insights, Inc. (“ Agency ”) and _________________ , and its subsidiaries and affiliates (collectively, the “ Company ”), effective as of the date set forth below. The parties agree as follows:

1. “Project” Defined . Each party has requested or may receive from the other party information of a non-public nature for use by each party and their respective officers, directors, agents, employees, contractors, affiliates, partners, and representatives, including financial or legal advisors (collectively, “ Representatives ”) in connection with consideration by the parties of a possible agreement, project, partnership, engagement, joint venture, or other business relationship between the parties (the “ Project ”).

2. Confidential Information .  The parties acknowledge that, in the course of their consideration of and any concurrent or subsequent discussions between Agency and Company or their Representatives relating to the Project, each party may receive Confidential Information belonging to the other party.  “Confidential Information” shall include non-public, proprietary and confidential information from or about the other party or its affiliates, including without limitation marketing, technical, financial and business information and models, personal identifying information of potential customers or partners, proposed business deals, reports, plans, market projections, software programs, data, or any other confidential and proprietary information relating to the Project.  Confidential Information shall also include any original proposals, recommendations, concepts or ideation related to either party’s business.   All Confidential Information disclosed by either party to the other in connection with the Project shall be subject to the same restrictions and limitations stated in this Agreement, regardless of the date of disclosure.

3. Excluded Information . The term Confidential Information herein excludes any data or information that is already known by or in possession of the receiving party at the time it is disclosed to the receiving party, or that, prior to disclosure to the receiving party:

a. has become generally known to the public through no wrongful act of the receiving party;

b. has been lawfully obtained by the receiving party from a third party without restriction on disclosure thereof and without a knowing or intentional breach of the receiving party’s obligations to the other party hereto;

c. has been approved for release by written authorization by the other party hereto;

d. has been disclosed pursuant to a requirement of a governmental agency or law without similar restrictions or other protections against public disclosure, or is required to be disclosed by operation of law;

e. is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the other party hereto; or

f. is furnished to a third party by the disclosing party hereunder without restrictions on the third party’s right to disclose the Confidential Information.

4. Nondisclosure Obligations.

a. Any party hereto receiving Confidential Information from the other, and its Representatives, shall maintain such Confidential Information confidentially, and shall not disclose such Confidential Information, in whole or in part, to any third party without the express written consent of the disclosing party. A receiving party shall disclose Confidential Information only to its Representatives who are required to have the Confidential Information in connection with evaluation or execution of the Project.

b. No party hereto shall disclose, without the express written consent of the other: a) the fact that the Confidential Information has been made available to or is being evaluated by the receiving party; b) the fact that the parties are engaged in discussions or negotiations about the Project or any related business or transactions; or c) any of the terms, conditions, or other facts or details about the Project or any related business, projects or transactions, including the status thereof.

c. The non-disclosure obligations of this Agreement shall survive the termination of the parties’ Relationship.

5. Development of Similar Work . Both parties acknowledge that each has or may have under development and in process, both internally and through third-party vendors, affiliates or contractors, various projects, some of which may be related to the discussions and disclosures contemplated under this Agreement. Notwithstanding any provisions to the contrary herein, nothing in this Agreement shall limit or restrict in any way either party’s ability to pursue and develop products or services independently of the Confidential Information provided by the other party, subject to any additional restrictive agreements entered into by the parties.

6. Standard of Confidential Information Protection . Any party hereto and its Representatives receiving any Confidential Information shall use its best efforts, commensurate with those measures such party employs to maintain and protect its own confidential or sensitive business information.  No receiving party shall be liable for an inadvertent disclosure of Confidential Information provided that a) it has used substantially the same degree of care to avoid disclosing such Confidential Information as it uses for its own confidential information of like importance; and b) upon discovery of any inadvertent disclosure it shall use reasonable efforts to prevent further disclosure of such Confidential Information.

7. Compliance with Legal Process . In the event a receiving party is legally requested or required by legal process (defined herein as including without limitation oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigative Demand or similar process or, in the opinion of legal counsel for such party, by federal or state securities or other statutes, regulations or laws) to disclose any Confidential Information, such party shall promptly notify the other party of such requests, demands, or requirement prior to disclosure so that the other party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. If, however, in the opinion of counsel for the receiving party such party is nonetheless, in the absence of such order or waiver, compelled to disclose such Confidential Information to avoid legal contempt, censure, penalty or liability, then the receiving party may disclose such Confidential Information without liability to the other party hereunder.

8. Ownership/Use/Return of Confidential Information . All Confidential Information (including tangible physical copies and computerized or electronic versions thereof) shall remain the physical and intellectual property of the disclosing party. No license, assignment, or other right of use of Confidential Information is granted or implied to a receiving party by the disclosure of Confidential Information pursuant to this Agreement, whether under any trademark, patent, copyright, moral right, mask work protection rights, or any other intellectual property right. Upon termination, or within 10 days of receipt of a written request, from either party furnishing Confidential Information hereunder, the receiving party will deliver to the disclosing party all tangible physical materials containing or embodying the Confidential Information received from the disclosing party.  The receiving party shall certify in writing that all materials, electronic or otherwise, consisting of, containing, or otherwise incorporating any Confidential Information prepared by the receiving party have been delivered to the disclosing party or destroyed.

9. Non-Solicitation . During any term of this Agreement and for a period of 2 years after the termination or expiration of this Agreement, neither Agency nor Company shall (i) contact, solicit, divert or take away the other’s employees, independent contractors, vendors or consultants, whose names or identities were known by any means during the Agreement term and arising out of the Project to which the Agreement relates, (ii) attempt to cause any of the other’s employees, independent contractors, vendors or consultants to refrain from working for or providing goods or services to the other; or (iii) assist any other person or persons in an attempt to do any of the foregoing. This section does not prevent either party from issuing general solicitations or from hiring those personnel who respond to general advertisements or solicitations for employment that are not directed at the other party’s personnel.

10. Remedies for Breach . The parties acknowledge and agree that money damages would not be a sufficient remedy for a breach of this Agreement, and that the other party shall be entitled to seek injunctive or other equitable relief to remedy or forestall any such breach of threatened breach. Such remedy shall not be deemed the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.

11. No Warranties; No Further Obligations .  Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise or intention to purchase any products or services by any party.  This Agreement does not obligate either party to enter into any further agreements or to proceed with any possible relationship or other engagement or transaction with the other.  None of the Information disclosed or exchanged pursuant to this Agreement shall constitute any representation, warranty, assurance, guarantee, or inducement by either party to the other, including, without limitation, with respect to the accuracy or completeness of the Information or the non-infringement of any trademarks, patents, copyrights, trade secret rights, or other intellectual property rights of either party or any third party.

9. Notices . Any notice shall be deemed given on the day of day of receipt if notice is transmitted by postal mail or commercial courier, or upon the date of transmission if transmitted electronically.  Any notice required under this Agreement shall be delivered:

if to Agency, to: Brain + Trust Insights, Inc.

Attn.: Katie Robbert

10 Kingsbury Road

Norfolk, MA 02056

[email protected]

if to Company, to the party signed below.

12. Entire Agreement; Modifications . This Agreement constitutes the entire understanding between the parties regarding all subjects addressed herein, and supersedes any prior verbal or written agreement among the parties regarding any subject addressed herein. This Agreement may be modified or amended only in a writing executed by both parties.

10. Severability .  The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof, each of which will remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to any Party. Further, it is the intention of the Parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the duration of such provision, such court shall reduce the duration, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

13. No Waiver . No failure or delay by either party exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

13. Governing Law; Dispute Resolution .  This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. Jurisdiction and venue for resolution of all disputes arising out of this Agreement shall be in Norfolk County, Massachusetts.

IN WITNESS WHEREOF, the parties have executed and delivered this Mutual Non-Disclosure Agreement, effective as of the last date of execution as set forth below.