Visitor Confidentiality Agreement

ALLY Energy is co-located at Greentown Labs Houston.  By enrolling for and attending this event you agree to the Greentown Terms and Conditions below.

GREENTOWN LABS, INC.

VISITOR CONFIDENTIALITY AGREEMENT

In consideration of my (i) access to Greentown Labs Houston, located at 4200 San Jacinto Street, Houston, TX 77004, and (ii) relationship with Greentown Collaborative, Inc., a Massachusetts nonprofit corporation (“Greentown”), the undersigned party (“Visitor”) hereby agrees as follows:

Visitor recognizes it may have access to Confidential Information (as defined below) of Greentown or any entity incubated at Greentown (the “Licensees” and together with Greentown, the “Covered Parties”) and there is a need to provide for an agreement to protect such Confidential Information.

1. Confidential Information. This Visitor

Confidentiality Agreement (this “Agreement”) shall apply to all non-public information relating to the business, operations or technologies of the Covered Parties (“Confidential Information”); provided, however, that for purposes of this Agreement, Confidential Information shall not be deemed to include information which at the time of disclosure or thereafter (a) is generally available to the public (other than as a result of a disclosure by Visitor), (b) is available to Visitor on a nonconfidential basis from a source other than the Covered Parties, provided such source is not and was not bound by a confidentiality agreement with any Covered Party or otherwise prohibited from transmitting such information to Visitor by a contractual, legal or fiduciary obligation or (c) has been independently developed by Visitor, as evidenced by its written records.

2. Nondisclosure. Visitor agrees to hold the

Confidential Information in strict confidence and not to disclose such Confidential Information to any third party, except as provided herein, and to use its best efforts to protect such Confidential Information. Visitor may disclose Confidential Information to its respective employees and other representatives with a bona fide need to know (collectively, “Representatives”), provided that prior to disclosing Confidential Information to a Representative, Visitor shall inform such Representative of the requirements of this Agreement and obtain from such Representative his or her agreement to be bound thereby. Visitor shall assume full responsibility for its Representatives in this regard.

3. No Representations. Visitor understands and acknowledges that Greentown is not making any representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information, and neither Greentown nor its officers, directors, employees, members, managers, owners, affiliates or agents will have any liability to Visitor resulting from Visitor’s use of or reliance on the Confidential Information.

4. Limitation of Use. Visitor shall not (i) take any photograph or make any other audio or visual recording within Greentown Labs unless approved in writing by the owner of the Confidential Information or in a space designated by Greentown for photography or recording or (ii) decompile, disassemble, or otherwise reverse engineer any Confidential Information, or use any similar means to discover its underlying composition, source code or trade secrets.

5. Activities on Site. Visitor agrees to abide by all safety and Covid-19 policies of Greentown and all directives of Greentown employees, including but not limited to the requirement to wear safety glasses and close-toed shoes in all laboratory spaces and loading zones.

6. Return or Destroy. Upon the written request of Greentown, Visitor shall return to Greentown, within ten days, all Confidential Information and all copies thereof if in written or other tangible form. Where impractical to return copies, such copies shall be destroyed.

7. No License. Visitor recognizes and agrees that nothing contained in this Agreement shall be

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construed as granting any rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement.

8. Term. This Agreement shall be effective as of the date first written above and shall continue in effect for one (1) year; provided, however, that the obligations and restrictions contained in this Agreement shall survive the termination or expiration of this Agreement for three (3) years.

9. Miscellaneous. This Agreement shall be governed and construed in accordance with the laws of the State of Texas. The parties agree that remedies at law, alone, are inadequate to remedy breaches of this Agreement and therefore each party consents to the issuance of injunctive relief against it to prevent or end any violation by it of this Agreement, without the requirement of posting a bond in connection therewith. This Agreement may be amended only by a written instrument signed by both parties.