15. Entire Agreement This Agreement constitutes the entire Agreement with respect to Confidential Information disclosed herein and supersedes all prior or contemporaneous agreements, whether oral or written, with respect to such Confidential Information. This Agreement may be amended in writing only by mutual agreement of the authorized representatives of the Parties. While university employees are not required to sign this agreement, the Committee strongly encourages each department to consider accepting this agreement and to develop an internal process that employees can confirm at the time of hiring and on a regular annual basis. If this agreement does not exactly meet the specific requirements of the department, managers should discuss the changes with the Office of the Advocate General. 11. Governing Law This Agreement is governed in all respects by the laws of the United States of America and the laws of the State of California, as such laws apply to agreements intended to be entered into and performed entirely in the State of California. 14. Injunctive A breach of any of the promises or agreements contained herein will result in irreparable and persistent damages to the non-infringing party for whom there is no reasonable remedy, and the non-infringing party shall be entitled to an injunction and/or decree for a particular performance and other remedies that may be reasonable (including financial damages, if applicable). 2. Obligation of confidentiality and non-use Each party agrees not to use, disseminate or disclose in any way the disclosing party`s confidential information to any person, company or entity, except as necessary for negotiations, discussions and consultations with the recipient`s staff or authorized representatives, and for any purpose that the other party may subsequently authorize in writing. In addition, the existence of ongoing trade negotiations, discussions, consultations or agreements between the parties may not be disclosed to any form of public media without the written consent of both parties. The Recipient agrees to treat all confidential information of the Disclosing Party with the same care it gives to its own Confidential Information and the Recipient represents that it will exercise due diligence to protect its own Confidential Information.

The Recipient agrees to disclose the Confidential Information of the Disclosure only to those of its employees who need to know such Information and acknowledges that such Employees have previously agreed, either as a condition of employment or to obtain the Confidential Information, to be bound by terms substantially similar to those of this Agreement. The recipient will immediately notify the discloser of any unauthorized use or disclosure of the confidential information. The Recipient agrees to assist the Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information. At no time and under no circumstances may the Recipient modify, translate, reverse engineer, decompile or disassemble any software or other similar Confidential Information provided by the Discloser under this Agreement. 3.6. No Warranty All Confidential Information is provided “AS IS” and without any express, implied or other warranties as to its accuracy or performance. 10. Notice Any notice required or permitted under this Agreement must be in writing and will be delivered as follows: (i) by personal delivery if delivered in person; (ii) by night mail after written verification of receipt; (iii) by fax or fax after confirmation of receipt of the electronic transmission; or (iv) requested by registered mail or registered letter, acknowledgment of receipt, after verification of receipt. The notification shall be sent to the above addresses or to any other address indicated in writing by each party. The model confidentiality agreement was developed and approved by the Data Governance Steering Committee in 2014, consisting of the Office of the Executive Vice President, the Office of the General Counsel, the Office of Human Resources, the Office of Information Technology, the Office of Finance and Treasury, the Office of Audit and Compliance, the Office of the Dean of the Faculty and the Office of the Registrar. The template serves as a guide for departments to adequately protect sensitive and confidential university information.

1. Definition of Confidential Information “Confidential Information” as used in this Agreement means all technical and non-technical information relating to Soint Tech`s current, future and proposed products and services (“Discloser”) and includes, without limitation, the discloser`s respective customer information, research, experimental work, development, design details and specifications, Engineering, Financial Information, Procurement Requirements, Purchasing, Manufacturing, Customer Lists, Business Forecasts, Sales and Merchandising, Marketing Plans and Information. .