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Bosch North America Mutual NDA rev.

2017.03.31.IPR-NA

Page 1 of 4

MUTUAL NON-DISCLOSURE AGREEMENT

Between

AND

, 2017

, 2017 to

Subject Matter:

Effective Date of Agreement: Period

for Exchange of Information:

Period of Confidentiality:

____________________________________________________

THIS AGREEMENT is made as of the Effective Date of Agreement noted above, by and between the above parties.

BACKGROUND:

I.

The parties desire to have discussions of or relating to the Subject Matter for the purposes of evaluating a possible

business relationship between them (“Purpose”).

The parties may extend the Subject Matter or add additional

parties by executing one or more addenda to this Agreement.

II.

Such discussions may involve disclosure by one party to the other party of confidential, proprietary or trade secret

information of its own or its licensors (“Confidential Information” as defined below), during the Period for Exchange

of Information.

III.

Both parties recognize the value of the Confidential Information and that it is in their mutual best interests to

maintain the confidential, proprietary and secret nature of the Confidential Information.

THEREFORE, in consideration of the Subject Matter, and the mutual promises herein, the parties agree as follows:

1.

CONFIDENTIAL INFORMATION.

The term “Confidential Information” as used herein means all nonpublic

information relating to the Subject Matter that is disclosed by either party, its Affiliates (as defined below), or their

agents (where applicable, collectively referred to as the “Disclosing Party”), directly or indirectly, in writing, orally

or by inspection of premises or tangible objects to the other party (the “Recipient”) that is: (i) marked

confidential or proprietary, or (ii) given the nature of the information or the circumstances surrounding its disclosure,

reasonably should be deemed confidential.

Confidential Information includes, but is not limited to documents,

drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures,

manufacturing processes, software, prototypes, samples, methodologies, formulations, trade secrets, patent

applications, know-how, experimental results, specifications and other business information.

2.

PERIOD OF CONFIDENTIALITY AND NON-USE.

The Recipient will use Confidential Information only in

connection with the Purpose as set forth in this Agreement.

Recipient shall use the same degree of care to avoid

disclosure or use of the Confidential Information as it uses for its own confidential, proprietary and trade secret

information, but in no case use less than a reasonable degree of care.

Recipient agrees to limit disclosure of

Confidential Information to employees and employees of Affiliates having a specific need to know such Confidential

Information for the Purpose and in the case of Affiliates only to the extent that such Affiliate is under obligation to

hold such information in confidence and is made aware of these terms and conditions.

Recipient will not disclose or

permit access to Confidential Information to contract workers, consultants or contractors of Recipient or its Affiliates

unless authorized by Disclosing Party in writing and on condition that such persons are bound by obligations of

confidentiality inuring to the benefit of Disclosing Party and its Affiliates at least as restrictive as these terms and

conditions.

Recipient shall not without Disclosing Party’s prior written consent reverse engineer, disassemble or

decompile any prototypes, software or other objects which embody the Disclosing Party’s Confidential Information

to obtain access to Disclosing Party’s trade secrets and to the extent such consent is granted Recipient shall

receive and hold such Confidential Information subject to the terms of this Agreement.

Bosch Automotive Service Solutions Inc.

28635 Mound Road

Warren, Michigan 48092

Insert Full Corporate Name and Address of Counterparty

Insert Field and Scope of Technology

Date

Date 2

Date 3

Period of Confidentiality

Bosch North America Mutual NDA rev.

2017.03.31.IPR-NA

Page 2 of 4

3.

TERM.

The term of this Agreement shall be for the Period of Exchange set forth above.

Confidentiality obligations

shall survive termination of this Agreement for the Period of Confidentiality set forth above unless the Confidential

Information is a trade secret, in which case the confidentiality obligations shall continue for as long as the

information is a trade secret.

Either party may terminate this Agreement upon 30 days prior written notice.

4.

NOTICE OF UNAUTHORIZED USE.

Recipient shall provide written notice to Disclosing Party without undue delay

of any misuse or misappropriation of Confidential Information which may come to the attention of Recipient.

The

Recipient shall cooperate with and aid the Disclosing Party in mitigating and preventing the unauthorized use and

disclosure and any furtherance thereof.

5.

EXCLUSIONS AND EXEMPTIONS.

Recipient shall have no obligation of confidentiality with respect to any

information which:

5.1.

is already known or in the possession of Recipient or its Affiliate at the time of disclosure as shown by the

Recipient’s and/or its Affiliates´ files and records prior to the time of disclosure, otherwise than as a result of

any improper act or omission of Recipient or its Affiliate; or

5.2.

is or becomes public knowledge through no wrongful act of Recipient; or

5.3.

is rightfully acquired from others who did not obtain it under obligation of confidentiality; or

5.4.