MicroFlint Onboarding Participant Survey

* 11. RECITALS

A. The Recipient is or will be engaged as an employee, vendor, contractor or partner

with 100K IDEAS in a capacity that may involve development of inventions and other information and

materials of commercial benefit to 100K IDEAS or clients of 100K IDEAS and which may be subject

to proprietary rights protection. The Recipient may also be exposed to other proprietary information of

100K IDEAS or clients of 100K IDEAS.

B. The As used in this document, 100K IDEAS means FERRIS WHEEL INNOVATION

CENTER, INC., MICRO FLINT PARTNERS, and their directors, officers, employees, students, agents, and affiliated entities of either.

C. Therefore, in consideration of Recipient’s new or continued relationship with 100K

IDEAS,

r Revised 11/2018 2

AGREEMENT

1. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Nondisclosure of

Confidential Information. Recipient understands and acknowledges that as a result of his or her

relationship with 100K IDEAS, as an employee, vendor, contractor or partner, he or she will

necessarily become informed of, and have access to, confidential information of 100K IDEAS and

clients of 100K IDEAS, including, without limitation, computer programs and software,

inventions, processes, trade secrets, technical information, sales, marketing, and pricing

information, know-how, plans, specifications, identity of customers, prospects and suppliers, and

that such information, even though it may be developed or otherwise acquired by Recipient during

the relationship with 100K IDEAS (collectively “Confidential Information”), is the exclusive

property of 100K IDEAS and/or the client of 100K IDEAS to be held by Recipient in trust and

solely for 100K IDEAS’s benefit. Accordingly, Recipient agrees that he or she shall not, at any

time, either during or subsequent to his or her relationship with 100K IDEAS, use, copy, reveal,

report, publish, transfer, or otherwise disclose to any person, corporation, or other entity any of the

Confidential Information without the written consent of 100K IDEAS or the client of 100K

IDEAS to whom the Confidential Information belongs, except for use on behalf of 100K IDEAS

in connection with 100K IDEAS’s business.

2. NOT CONFIDENTIAL INFORMATION. Confidential Information shall not include:

a.Information which is known to Recipient prior to the disclosure of same to

Recipient;

b.Information which is or has become publicly known otherwise than as a result of

a breach of this agreement;

c.Information which is lawfully received from an independent third partywithout

any restriction and without any obligation of confidentiality;

d.Information which is independently developed by the Recipient without access to

or knowledge or use of such disclosed or obtained information;

3. CONFIDENTIAL INFORMATION OF OTHERS. The obligations of this Agreement

shall also apply to proprietary or Confidential Information of any other party which Recipient and/or

100K IDEAS receives in the normal course of Recipient’s relationship with 100K IDEAS,

including, but not limited to, all proprietary or Confidential Information received from a client of

100K IDEAS.

4. RECIPIENT’S RIGHTS. Recipient shall continue to own all know-how, ideas,

techniques, concepts and other intellectual property rights which were owned and/or developed by

Recipient prior to the date of this Agreement and which were used by Recipient providing services

to 100K IDEAS or a client of 100K IDEAS.

5. ACTION ON TERMINATION. On the termination of Recipient’s relationship with

100K IDEAS for any reason whatsoever, Recipient agrees that he or she shall promptly deliver to

100K IDEAS al