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Forge Non-Disclosure Agreement

PLEASE CAREFULLY READ THE FOLLOWING TERMS OF THIS NON-DISCLOSURE AGREEMENT. BY TAKING ONE OF THE ACTIONS DESCRIBED BELOW YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Non-Disclosure Agreement (“Agreement”) is entered into by and between Forge Securities LLC, a Delaware limited liability company (the “Company”), and you (the “Recipient”) effective as of the date that you electronically sign this Agreement below.

THE PARTIES AGREE AS FOLLOWS

  1. Purpose. The Company is providing the Recipient with access to app.forgeglobal.com (the “Marketplace”) for the purpose of evaluating a potential transaction between the Recipient and the Company (the “Purpose”). This Agreement is intended to protect against unauthorized use or disclosure any Confidential Information that the Company has disclosed and/or may disclosed in connection with the Purpose.
  2. Confidential Information. "Confidential Information" means any oral, written, graphic or machine-readable information made available on the Marketplace or otherwise provided by the Company bearing a “confidential,” “proprietary,” or similar legend, or which the Recipient knows, or should know, that the Company would reasonably, or does in fact, regard as confidential, including without limitation, names, prices, addresses, terms, share quantities, term sheets, financial reports, financial data, employee data, customer lists, forecasts, strategies, products, reports, business plans or processes, financing documents, transactional offers, proposals, documents or agreements or other business information, documents or materials. For the avoidance of doubt, all information made available to the Recipient via the Marketplace is considered Confidential Information of the Company.
  3. Obligations of Recipient. The Recipient agrees not to use Confidential Information for any purpose other than the Purpose. The Recipient agrees to maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, and no less than a reasonable degree of care. The Recipient agrees not to disclose or permit disclosure of any Confidential Information to any third-party, including any directors, officers, employees, consultants and agents of the Recipient for any purpose whatsoever, unless such disclosure is expressly consented to in writing by the Company and such third-parties are subject to nondisclosure obligations at least as restrictive as those set forth herein. The Recipient further agrees to notify the Company in writing of any actual or suspected unauthorized disclosure of Confidential Information which may come to the Recipient’s attention.
  4. No Duplication. The Recipient agrees not to make any copies or duplicates of any Confidential Information.
  5. Exceptions to the Obligation of Confidentiality. Notwithstanding the above, Confidential Information shall not include any information that:
    1. was in the public domain at the time it was disclosed by the Company or has entered the public domain through no wrongful act, fault or omission of the Recipient;
    2. was rightfully known to the Recipient, without restriction, at the time of disclosure, as evidenced by the Recipient’s contemporaneous written records; or
    3. becomes known to the Recipient, without restriction, from a source other than the Company without breach of this Agreement by the Recipient and otherwise not in violation of the Company’s rights; or
    4. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that prior to any such compelled disclosure, the Recipient shall provide reasonable advance notice of such court order or requirement to the Company to enable the Company, at the Company’s sole expense, to seek a protective order or otherwise prevent or restrict such disclosure.
  6. No Rights Granted. All Confidential Information (including, without limitation, all copies, extracts and portions thereof) is and shall remain the sole property of the Company. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of the Company, nor shall this Agreement grant the Recipient any rights in or to the Company’s Confidential Information other than the limited right to review such Confidential Information. The Recipient understands that nothing in this Agreement requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at the Company’s option.
  7. Remedies. The Company and the Recipient each agree that the obligations of the Recipient set forth in this Agreement are necessary and reasonable in order to protect the Company and its business. The Company and the Recipient each expressly agree that due to the unique nature of the Confidential Information, monetary damages would be inadequate to compensate the Company for any breach by the Recipient of its covenants and agreements set forth in this Agreement. Accordingly, the Company and the Recipient each agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without the necessity of proving actual damages.
  8. General.
    1. This Agreement is neither intended to nor will it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell anything, including interests in the Company, using or incorporating the Confidential Information.
    2. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.
    3. The Recipient understands and acknowledges that no license under any patents, copyrights, trademarks, or other technologies is granted to or conferred upon Recipient in this Agreement or by the disclosure of any Confidential Information by the Company as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing.
    4. The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party is not a waiver of any right relating to a subsequent breach of such provision or of any other right in this Agreement.
    5. This Agreement will be governed by the laws of the State of California without reference to conflict of laws principles, if any.
    6. This Agreement constitutes the sole and entire agreement between the parties with respect to the Confidential Information and all restrictions upon it; it supersedes any and all prior or contemporaneous electronic, oral or written agreements, negotiations, communications, understandings and terms, whether express or implied regarding the Confidential Information, and may not be amended except in a writing signed by an authorized representative of each respective party. Any other agreements between the parties, including nondisclosure agreements, will not be affected by this Agreement.
    7. The Company disclaims all warranties regarding all Confidential Information disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility of such Confidential Information.

RECIPIENT REPRESENTS THAT S/HE HAS CAREFULLY READ, AND UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE CLICKING “I AGREE” OR OTHER SIMILARLY WORDED BUTTON, OR BEFORE TAKING ANY ACTION THAT CONSTITUTES AN ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS AGREEMENT, SHOULD BE ADDRESSED TO Forge Securities LLC AT 1-800-279-7754. RECIPIENT UNDERSTANDS THAT CLICKING “I AGREE” OR TAKING ANY OTHER SIMILAR ACTION THAT IS DESCRIBED TO CONSTITUTE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS AGREEMENT, AND RECIPIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.