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Mutual Non-Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is made and entered into on (“Effective Date”) between Peraso Inc., a Delaware Corporation, and its subsidiaries (“Peraso”) having its principal place of business at 2309 Bering Drive, San Jose, CA 95131, USA and for itself and its subsidiaries having its principal place of business at (collectively “Company”). Peraso and Company agree that:

Definitions. As used herein, the following terms shall have the meanings set forth below:
(a) Purpose. Peraso and Company intend to engage in discussions and negotiations concerning the possible establishment of a business relationship. In the course of such discussions and negotiations and in the course of any such business relationship, it is anticipated that it will be necessary or useful for each party to disclose to the other party certain of its trade secrets or confidential or proprietary information for the purposes of enabling the parties to evaluate the feasibility of such business relationship and to perform its obligations and exercise its rights under any such business relationship that is agreed to between the parties (the “Purpose”).

(b) "Confidential Information" means any and all data, samples, computer systems and software or firmware included therein, and other information disclosed by one party ("Discloser") to the other party ("Recipient") in connection with the Purpose, (i) which is disclosed in writing, electronic media or other tangible form and clearly marked with a legend identifying it as confidential or proprietary or (ii) which is disclosed orally or visually and designated as confidential at the time of the oral or visual disclosure and, further, within thirty (30) days after the oral or visual disclosure, the summary of which is furnished to Recipient in writing with a legend identifying it as confidential or proprietary. The requirement to mark as confidential shall not apply to samples, computer systems, and other prototypes embodying the Confidential Information (“Objects”) provided that the Recipient is notified at the time of disclosure that such Objects are considered confidential.
Exceptions. Confidential Information shall not include information that: (i) is publicly available at the time of disclosure or becomes publicly available through no fault of Recipient; (ii) is already in the lawful possession of Recipient at the time of disclosure without obligation of confidentiality; (iii) is legitimately obtained by Recipient without restriction from a source other than Discloser; (iv) is at any time developed independently by employees of Recipient without access to the Confidential Information; or (v) is approved for release in writing by Discloser.
Term. This Agreement shall cover the Confidential Information disclosed hereunder within three years after the Effective Date ("Disclosure Period"). The confidentiality obligations imposed on Recipient below shall survive any termination of this Agreement for a period of five years from the date Discloser first discloses that Confidential Information hereunder.
Obligations.
4.1 Recipient shall use Confidential Information solely for the Purpose and no other use without Discloser's prior written consent.

  4.2 Recipient shall treat Confidential Information as proprietary property of Discloser and maintain such Confidential Information in strict confidence. Recipient shall not disclose any of Discloser's Confidential Information to any third party or person except the employees, contractors, and agents of Recipient who have a legitimate need to know such Confidential Information for the Purpose. Recipient shall not reverse engineer, decompile, or disassemble any Confidential Information received from Discloser. Recipient shall take reasonable and appropriate action by instruction to or agreement with such employees, contractors, and agents of Recipient who are permitted access to Discloser's Confidential Information to satisfy its obligations hereunder.

  4.3 Notwithstanding Section 4.2 above, Recipient may disclose Discloser‘s Confidential Information pursuant to an order or legal requirement of a court or other governmental body, provided that Recipient shall promptly notify and reasonably cooperate with Discloser so that Discloser can request a protective order or otherwise protect its interests.

  4.4 Recipient shall return to Discloser or destroy all the materials containing Discloser's Confidential Information at Discloser’s option: (i) immediately after the completion of the Purpose or the expiration of Disclosure Period or (ii) within 30 days after receipt of the written request by Discloser.
No Warranty or Obligation to Purchase. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSER MAKES NO WARRANTY (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT) REGARDING THE ACCURACY OF DISCLOSER’S CONFIDENTIAL INFORMATION. Neither party has an obligation under this Agreement to purchase any product or service from the other party or to develop, manufacture or market any product.
No License. No license is granted to either party under any patent, copyright, trade secret or other intellectual property right of the other party.
Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of California. Both parties consent to the jurisdiction of the state courts in Santa Clara County, California.
Export Control/Assignment/Entire Agreement. Both parties shall adhere to all applicable U.S. and foreign export laws, including regulations concerning deemed exports. This Agreement shall be personal to the parties hereto. No rights or obligations hereunder shall be assignable without the prior written consent of the other party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no understandings or representations of any kind with respect to such subject matter except as expressly set forth herein. This Agreement shall not be amended except by a writing signed by the parties hereto

IN WITNESS WHEREOF, the duly authorized representative of each party has executed this Agreement.

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May 6, 2023 5:08 pm EST

Mutual Non-Disclosure Agreement Uploaded by Threshold Agency - anoojf@thresholdagency.com IP 104.158.177.18