Shaper NDA

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This is a NDA for an Internet Startup (Delaware C-Corporation)

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SHAPER.Co / NONDISCLOSURE AGREEMENT

THIS Nondisclosure Agreement (the “Agreement”) is made and entered into as of Feb 13, 2020, by and between (the “Company”) and , (the “Recipient”) (collectively, the “Parties”).

The Parties hereby agree as follows:

1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public information the Company has disclosed or may disclose to the Recipient, including but not limited to information related to: production of legal materials, software development and design, business or software architecture, software not yet known to the public, clients or prospective clients, internal communications, events, or meetings, or any other research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, formulas, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, analyses and other derivatives thereof.

2. The Recipient agrees (i) not to disclose any Confidential Information or any information derived therefrom to any third person, (ii) to keep the Company’s Confidential Information confidential and take all the reasonable precautions to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care, and (iii) not to use any Confidential Information for any purpose whatsoever except to advance the legitimate business interests of the Company under written or oral instruction of the Company’s authorized officers.

3. All right, title, and interest in and to the Confidential Information shall remain with Company or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Company.

4. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. Any disputes arising under or relating to this Agreement will be adjudicated in the Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

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