Confidentiality Agreement

This agreement is between Klub LLC, for itself and its subsidiary Method (together "Method"), and the person or practice signing below (the "Recipient"). It takes effect on the date the Recipient signs.

1. Purpose. Method will share information about its product and business so the Recipient can evaluate working with Method (the "Purpose").

2. Confidential Information. "Confidential Information" means anything Method shares for the Purpose, in any form, including:

• The product: its software, app, designs, prototypes, models, algorithms and methods.
• Data and results: data, measurements and study results.
• Business information: business plans, pricing, partners and finances.
• The discussions themselves: the fact and content of the discussions between the parties.
• Anything marked or obviously confidential: anything marked confidential, or that a reasonable person would understand to be confidential.

3. Exclusions. Confidential Information does not include information that the Recipient can show, with written records:

• (a) is or becomes public through no fault of the Recipient;
• (b) the Recipient already knew without a duty of confidence;
• (c) the Recipient received from someone free to share it; or
• (d) the Recipient developed independently, without using Method's information.

4. Recipient's obligations. The Recipient will:

• (a) use Confidential Information only for the Purpose;
• (b) not disclose it to anyone, except to their own staff and advisors who need it for the Purpose and are bound by duties at least as protective as these. The Recipient is responsible for any breach by them;
• (c) protect it with at least the care they use for their own confidential information, and never less than reasonable care;
• (d) not copy, photograph, screen record or capture any part of it, except as Method permits in writing;
• (e) not reverse engineer, imitate or build on Method's product, and not use the information to develop or help anyone develop a competing product; and
• (f) tell Method promptly in writing of any unauthorized use or disclosure.

5. Required disclosure. If the law or a court requires the Recipient to disclose Confidential Information, the Recipient may do so. Where the law allows, the Recipient will tell Method first and help Method seek protection. The Recipient will disclose only what is required.

6. Return of information. On Method's request, the Recipient will return or destroy all Confidential Information and copies, and confirm in writing that they have done so.

7. Feedback. Method may use any feedback or suggestions the Recipient gives about Method's product freely, without any obligation to the Recipient.

8. No patient information. Nothing in this agreement asks for, or covers, the sharing of protected health information. Any such sharing needs a separate agreement.

9. Ownership and no warranty. All Confidential Information stays Method's property. This agreement grants no license or other right to it. Confidential Information is provided as is, without warranty. Neither party is obliged to enter any further agreement.

10. Term. This agreement lasts two years from the date it takes effect. The Recipient's duties for each item of Confidential Information last five years from the date it was disclosed. For trade secrets, those duties last as long as the item remains a trade secret. These duties survive the end of this agreement.

11. Remedies. A breach may cause Method irreparable harm. Method may seek an injunction or other court order to stop it, without posting a bond, in addition to any other remedy. In any action to enforce this agreement, the winning party recovers reasonable attorneys' fees and costs.

12. General.

• Governing law: this agreement is governed by the laws of the State of California. Any dispute goes to the courts of Los Angeles County.
• Whole agreement: it is the whole agreement on its subject, and it can be changed only in writing signed by both parties.
• Assignment: the Recipient may not assign it. Method may assign it to a successor.
• Invalid terms: if any term is unenforceable, the rest still applies.
• Signatures: signatures may be electronic.