ChargePoint, Inc. | Mutual Nondisclosure Agreement

MUTUAL NONDISCLOSURE AGREEMENT

THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BY AND BETWEEN COMPANY AND CHARGEPOINT, INC. ("CHARGEPOINT"). ALL CONFIDENTIAL INFORMATION DISCLOSED PURSUANT TO THIS AGREEMENT IS SUBJECT TO THE TERMS OF THIS AGREEMENT. CONFIDENTIAL INFORMATION MAY ONLY BE USED TO EVALUATE POSSIBLE BUSINESS OPPORTUNITIES BETWEEN THE COMPANY AND CHARGEPOINT (THE “PURPOSE”) AS PROVIDED HEREUNDER.

Company and ChargePoint may each be referred to as a “Party,” and collectively the “Parties” to this Agreement. In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and their Affiliates agree as follows:

1.	Confidential Information: “Confidential Information” means confidential or proprietary information disclosed or made available by one Party to the other, including but not limited to, business plans, financial reports, financial data, employee data, customer lists, designs, specifications, drawings, diagrams, computer code and programs, trade secrets, discoveries, ideas, concepts, know-how, techniques, and other technical and business information. Confidential Information may be that of the disclosing Party or of third parties to whom the disclosing Party has an obligation to treat the disclosed information as confidential. Confidential Information also includes copies, notes, abstracts and other tangible embodiments made by the receiving Party that are based on or contain any of such information, as well as the existence and progress of the Purpose. “Confidential Information” does not include information which (i) the disclosing Party authorizes the receiving Party in writing to disclose; (ii) the receiving Party knows such information at the time of disclosure, free of any confidentiality obligations otherwise; (iii) such information is or becomes generally known in the relevant industry; (iv) the receiving Party independently develops such information without access to or use of the Confidential Information; or (v) the receiving Party rightfully obtains such information from a third party who has the right to disclose such information. For purposes of this Agreement, “Affiliates” shall mean any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of fifty percent (50%) or more of the voting interests of the subject entity.
2.	Identification: Information will be considered Confidential Information and protected under this Agreement if it is identified as “confidential” or “proprietary” at the time of disclosure or if the information should reasonably be considered confidential or proprietary due to its nature or the context of its disclosure.
3.	Protection: The receiving Party will use the same degree of care to protect Confidential Information from unauthorized use or disclosure as it would use to protect its own information of a similar nature, but in no event less than reasonable care. Each Party acknowledges that the other Party claims its Confidential Information is valuable and unique to such Party. Accordingly, the receiving Party will not: (i) disclose the Confidential Information to any third party; (ii) disclose the Confidential information to its employees or agents unless the employees or agents have a need to know the Confidential Information; (iii) use the Confidential Information for any other reason than the Purpose; and (iv) create any type of derivative works based on the Confidential Information, copy, frame, replicate or mirror any part or content of the Confidential Information, or reverse engineer any of the Confidential Information or products received under this Agreement. For greater certainty, the receiving Party may not access or use the Confidential Information for any improper purpose whatsoever, including, without limitation, in order to (A) build a competitive product or service or (B) copy any features, functions, interface, graphics, or “look and feel” of the disclosing Party’s product or Confidential Information. If the receiving Party is subject to judicial or governmental proceedings requiring disclosure of Confidential Information, the receiving Party will provide the disclosing Party with reasonable prior notice and will obtain, or provide the disclosing Party with an opportunity to obtain, confidential treatment of the Confidential Information.
4.	Return: All Confidential Information will be returned to a Party within thirty (30) days of its written request. The receiving Party shall comply with the foregoing request and provide written certification of its compliance. Notwithstanding, neither Party is required to delete copies of Confidential Information that are maintained pursuant to automatic back-up and archiving systems; provided that, confidentiality obligations shall remain on such archived copies.
5.	No License: Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed to the Receiving Party or in any intellectual property rights related thereto.
6.	No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS-IS” WITH NO WARRANTY OF ANY NATURE, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, OR IMPLIED.
7.	No Inducement: Each Party will determine in its sole discretion what information to disclose to the other Party. If the Parties desire to pursue business opportunities, the Parties will execute separate written agreement(s), memorializing such opportunities.
8.	Term & Termination: This Agreement will be effective upon Company’s acceptance of the Agreement, pursuant to its terms, and will continue until written notice of termination is provided by either Party to the other. All provisions of this Agreement relating to Confidential Information disclosed under this Agreement prior to termination will survive.
9.	Assignment & Binding Effect: Neither Party may assign this Agreement without the other Party’s prior written consent.
10.	Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law principles. The state and federal courts in Santa Clara, California will have exclusive jurisdiction and venue relating to this Agreement.
11.	Entire Agreement: This Agreement contains the entire understanding of the Parties and supersedes all prior and contemporaneous agreements (oral or written), between the Parties regarding this Agreement’s subject matter. This Agreement will not be modified, and no provision will be waived, except by a writing that both parties sign. A Party’s failure to require performance will not affect the right to require performance at any later time.
12.	General: Each Party will comply with applicable export control laws, rules, and regulations. Notice under this Agreement shall be deemed provided three (3) days after notice is sent by certified mail, postage prepaid, or the next business day if sent by national overnight service.

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