This agreement is between Bad Cat Holdings, LLC (hereafter “Bad Cat”), and the person or entity named on the first section of this form (hereafter “Service Partner” – Bad Cat and the Service Partner collectively, the “Parties”).

WHEREAS Bad Cat possesses certain ideas and information relating to ideas, inventions, products and product testing that is confidential and proprietary to Bad Cat (hereinafter "Confidential Information");

and

WHEREAS the Service Partner is willing to receive disclosure of the Confidential Information pursuant to the terms of this agreement for the sole purpose of servicing Bad Cat’s products;

NOW THEREFORE, in consideration for the mutual undertakings of Bad Cat and the Service Partner under this agreement, the Parties agree as follows:

1. Disclosure: Bad Cat agrees to disclose, and the Service Partner agrees to receive the Confidential Information.

2. Confidentiality:

2.1 No Use: the Service Partner agrees not to use the Confidential Information in any way except for the purpose set forth above.

2.2 No Disclosure: the Service Partner agrees to prevent and protect the Confidential Information from disclosure to any person other than the required authorized personnel responsible for the purpose set forth above. Confidential Information shall not be disclosed to any other employee, consultant or third party unless they agree to execute and be bound by the terms of this agreement, and have been approved in writing by Bad Cat.

2.3 Protection of Secrecy: the Service Partner agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

3. Ownership of Confidential Information: the Service Partner agrees that all Confidential Information shall remain the sole property of Bad Cat at all times, and that Bad Cat may use such Confidential Information for any purpose without obligation to the Service Partner. Nothing contained herein shall be construed as granting or implying any transfer of rights to the Service Partner in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

4. Term and Termination: the obligations of this agreement shall be continuing until the Confidential Information disclosed to the Service Partner is no longer confidential and confirmed in writing by Bad Cat.

5. Governing Law: the laws of the State of California, USA, and of the United States, shall govern this agreement and any dispute arising out of or in any way relating to this agreement or the Parties’ relationship under this agreement.

6. Jurisdictions and Venue: the exclusive jurisdiction and venue for any dispute arising out of or in any way relating to this Agreement or the Parties relationship under this agreement shall be in the Superior Court for Orange County, California, USA, and each party consents to the jurisdiction of such court for such purpose.

7. Severability: if any term, covenant, condition, or provision of this agreement or the application thereof is to any extent deemed contrary to, prohibited by, or invalid under applicable law, or is held inoperative, invalid, or unenforceable for any reason, that provision shall be deemed modified to the extent necessary to make it valid, operative, and enforceable, or if it cannot be so modified, then severed. The remainder of this agreement shall not be affected thereby, and shall continue in full force and effect under the laws of the State of California, USA, and of the United States as if the agreement had been agreed upon with the invalid provision so modified or eliminated.

8. Assignment: the Service Partner shall not assign, transfer or sell this agreement or any right hereunder or interest herein without the prior written consent of Bad Cat, and any attempted assignment shall be null and void. Bad Cat may in its sole discretion, at any time, assign all or any part of this agreement, its rights or interests herein, to a partner, subsidiary or affiliated firm or entity, or to another entity in connection with the sale or transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.

9. Acceptance, Execution and Effective Date: the foregoing terms are accepted as the initial terms of this agreement. The Service Partner’s owner or legal representative named on the first section of this form is legally entitled to agree on the Service Partner behalf and understands and agrees that the terms of this agreement may be changed unilaterally by Bad Cat at any time by giving written notice to Service Partner. This agreement is executed by the Service Partner on the dates indicated below. The Service Partner acknowledges that this agreement is effective only on the date accepted by Bad Cat at its headquarters in Costa Mesa, California, USA.