I understand that my access to the Primera Internal Owner Hub pages, its proprietary data, supplier information, and records maintained within the Primera pages is limited to my need (as the user within the system) to perform my responsibilities as an employee of the Primera Owner Company for which I am (the logged in user) a registered user. By my agreement to the below, I affirm that I have been advised of, understand, and agree to the following terms and conditions of my access to information contained in the Primera Internal Owner Hub pages.

1. I will use my authorized access to the Primera Internal Owner Hub pages only in the performance of the responsibilities of my position as a employee of the registered Primera Owner Company.

2. I will avoid disclosure of information to unauthorized persons without the appropriate consent of the information owner except as permitted under applicable granted access. I understand and agree that my obligation to avoid such disclosure will continue even after I leave the registered Primera Owner Company.

3. I will exercise care to protect information against accidental or unauthorized access, modifications, disclosures, or destruction.

4. When discussing information with other registered users in the course of my work, I will exercise care to keep the conversation private and not overheard by others who are not authorized to have access to such information.

5. I understand that any violation of this agreement Primera bylaws or policies related to the appropriate release or disclosure of information may result in one or more sanctions including immediate termination of my access to the Primera Internal Owner Hub pages, criminal penalties, or civil liability.

I affirm that I have been given the opportunity to review the below confidentiality agreement, and other Primera Bylaws and Policies, and I further affirm that my questions about those policies have been answered to my satisfaction.

---

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made in 2017, by and between PRIMERA, Inc., a Delaware limited liability company, with its principal place of business at 3677 Guildhall Trail, Marietta, GA 30066 (“PRIMERA”), and THE SIGNED IN OWNER COMPANY EMPLOYEE.

WHEREAS, PRIMERA and PRIMERA OWNER COMPANY desire to engage in mutual discussions regarding potential business opportunities (“Discussions”) in which PRIMERA and SIGNED IN MEMBER COMPANY will have to disclose certain confidential, proprietary, and secret information to each other.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements stated below, the parties agree as follows:

1. Definitions. For the purposes of this Agreement, the term “Confidential Information” shall mean all information one party hereto acquires from the other party hereto relating to the Discussions, including the existence of the Discussions, whether developed by the disclosing party or by others and whether patented or patentable, including, without limitation, customer and supplier lists, trade secrets, designs, processes, formulas, ingredients, business plans and strategies, financial information, pricing information, specifications, devices, research and development data, manufacturing and processing data, clinical and engineering data, purchasing and marketing data, samples, and the like of every kind, and all information one party hereto acquires or becomes acquainted with at the facilities of the other party hereto. The party that acquires or becomes acquainted with the Confidential Information of the other party shall be referred to as the “Receiving Party,” and the party whose Confidential Information is provided or made available to the other party shall be referred to as the “Disclosing Party.” This Confidential Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Notwithstanding the foregoing, for the purposes of this Agreement, information shall not be deemed to be Confidential Information if the Receiving Party can prove that such information:

   (a) was publicly available at the time the Receiving Party acquired the information from the Disclosing Party;

   (b) has become publicly available other than by the Receiving Party’s breach of this Agreement, but the obligation of confidentiality shall cease only after the date on which such information has become publicly available;

   (c) was known by the Receiving Party prior to the Receiving Party acquiring the information from the Disclosing Party;

   (d) was rightfully acquired by the Receiving Party from a source other than the Disclosing Party or the Disclosing Party’s affiliates, directors, employees, agents, or representatives, provided that such source is not prohibited from transmitting such information pursuant to any contractual, fiduciary, or legal obligation;

   (e) was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information; or

   (f) was generally disclosed by the Disclosing Party to third parties without similar obligations of confidentiality.

   Specific information shall not be deemed to be within any of the foregoing exclusions set out in clauses (a) through (f) above merely because it is or may be within the scope of more general information which falls within any one or more of the foregoing exclusions.

2. Obligations of Confidentiality. The Receiving Party shall disclose the Disclosing Party’s Confidential Information to only its employees, agents, joint venture partners, affiliates and representatives who have an absolute need to know such information in order to carry out the Discussions, who are informed of the confidential nature of such information, and who shall agree to be bound by the obligations of confidentiality set forth in this Agreement. The Receiving Party shall be responsible for any breach of confidentiality by its employees, agents, and representatives (including those employees, agents, and representatives who subsequent to obtaining the Disclosing Party’s Confidential Information become former employees, agents, and representatives of the Receiving Party). The Receiving Party shall take, at its sole cost and expense, all reasonable measures, including but not limited to court proceedings, to restrain its employees, agents, and representatives from unauthorized disclosure or use of the Disclosing Party’s Confidential Information. Except for disclosure to its employees, agents, and representatives under the conditions noted above, the Receiving Party shall retain the Disclosing Party’s Confidential Information in secret, shall not utilize the Disclosing Party’s Confidential Information for the benefit of the Receiving Party or any third party, and shall not divulge, furnish, or make accessible the Disclosing Party’s Confidential Information to any third party. The Receiving Party shall use the Disclosing Party’s Confidential Information solely and exclusively for the purpose of carrying out the Discussions.

   The Receiving Party’s obligations respecting the Confidential Information disclosed by the Disclosing Party shall remain in effect (a) with respect to a “trade secret,” for so long as such information remains a trade secret and (b) for all other Confidential Information, for a period of three (3) years from the date of this Agreement.

3. Compelled Disclosure. In the event the Receiving Party or anyone to whom the Receiving Party transmits the Confidential Information becomes legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party or anyone to whom the Receiving Party transmits the Confidential Information shall provide the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such a protective order or other remedy is not obtained, the Receiving Party or anyone to whom the Receiving Party transmits the Confidential Information shall furnish only that portion of the Disclosing Party’s Confidential Information which in the opinion of the Receiving Party’s counsel is legally required and shall exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment shall be accorded to the Disclosing Party’s Confidential Information.

4. Disclaimer of Representations or Warranties. The Receiving Party acknowledges that the Disclosing Party makes no express or implied representation or warranty as to the accuracy or completeness of any information which is provided, and the Disclosing Party shall not have any liability to the Receiving Party resulting from its use of such information or as a result of any errors or omissions. For the purposes of this paragraph, “information” is deemed to include all information furnished by the Disclosing Party to the Receiving Party, whether or not such information is Confidential Information as defined above.

5. Return of Property. Whenever requested by the Disclosing Party, the Receiving Party shall immediately return to the Disclosing Party all property including, without limitation, all papers, records, documents, summaries, samples, and the like of every kind, and any and all copies thereof, provided to the Receiving Party or its employees, agents, or representatives, or acquired by the Receiving Party or its employees, agents, or representatives, in connection with the evaluations and Discussions, whether or not such property contains the Disclosing Party’s Confidential Information, and the Receiving Party shall destroy all materials including, without limitation, all papers, records, documents, summaries, samples and the like of every kind (electronic or otherwise), and any and all copies thereof, which the Receiving Party or its employees, agents, or representatives created based upon the Disclosing Party’s Confidential Information, except for one copy which may be retained by the Receiving Party solely for the purpose of determining its continuing obligations under this Agreement

6. Disclaimer of Other Relationships. This Agreement shall not create a relationship of employment, agency, partnership, or joint venture, or a license between the parties. Moreover, this Agreement shall not obligate either party to enter into any business relationship with the other party or to purchase or sell any products or services from the other party.

7. Equitable Remedies. Both parties recognize and agree that the other party may suffer irreparable damage as a result of any breach of this Agreement. Each party agrees that if the other is injured by a breach or a threatened breach of this Agreement, the allegedly injured party shall have the ability to seek the remedy of a restraining order or other appropriate equitable relief to enforce this Agreement in addition to all other remedies provided by law.

8. Waiver. None of the provisions of this Agreement shall be considered waived by either party unless such waiver is given in writing to the other party. A written waiver shall operate only as to the specific term or condition waived, and no written waiver shall be deemed to be a continuing waiver unless specifically stated.

9. Entire Agreement; Modification. This instrument sets forth the entire agreement between the parties with respect to the subject matter herein and supercedes all prior understandings and agreements between the parties relating to the subject matter. Modification or amendment of any provision of this Agreement shall not be valid unless made in writing and signed by the parties hereto.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of law principles.

11. Signatures. This Agreement may be executed by facsimile and/or in any number of counterparts, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, authorized representatives of the parties hereto have executed this Agreement effective upon acceptance and submission.

PRIMERA, INC.

USER, MEMBER COMPANY