This Confidentiality and Non-Disclosure Agreement (“Agreement”) dated (“Effective Date”), between LIVIT LAB, LLC, an Arizona limited liability company, whose address is P.O. Box 80620, Phoenix, AZ 85060-0620, and its affiliates, subsidiaries and/or assigns (individually and collectively, “Company”), and Whose address is (“Recipient”).

Company is embarking on a venture to develop, acquire and sell education technology & curricula, and other media content, utilizing virtual reality, augmented reality and other media technologies (the “Purpose”), and is engaging Recipient to assist in research and development related to the Purpose (the “Engagement”). The company anticipates sharing certain Confidential Information (defined below) concerning Company, including current and future business and operations, and business relationships, and Recipient will be generating Confidential Information for the Company in the course of the Engagement. In consideration of Company’s disclosure of, and Recipient’s generation of, Confidential Information, Recipient hereby agrees as follows:

1. “Confidential Information” means any non-public information of Company given at any time by Company to Recipient, concerning Company and its business (including future business plans), as well as any notes, documents, analyses, compilations, studies, or other documents prepared by Company or Company’s Representatives (as hereinafter defined), including, without limitation, any and all trade secrets; ideas; methods; concepts; processes; techniques; know-how; product specifications; pricing information and data; strategic plans; customer account information; data; formulae; designs; sketches; photographs; past, current and planned research and development; current and planned marketing and distribution methods and processes; computer software and database technologies, algorithms, structure, and content; systems; structures; architectures; policies and procedures; contracts; and other information concerning Company’s existing or planned business relationships with third parties; business records; marketing information and plans; demographic information; financial and accounting data, budgets and projections; operations; sales; costs; employees; vendors; suppliers; expansion plans; lawsuits and/or claims; management philosophy; customer lists; and confidential information received from third parties.

2. “Confidential Information” also includes all data and material produced and obtained by, or shared with, Recipient in the course and scope of the Engagement, including drafts thereof, and including, without limitation, market and technology analytics; research regarding current providers of education-related virtual reality and augmented reality content; email addresses and individual contact information; social media account information and material stored on social media websites; financial and accounting information; budgets and projections; reports; marketing materials (e.g. advertisements, announcements, brochures, publications, artwork, etc.); stored and recorded communications; and all other facts, ideas, concepts, programs, analytics, and statistics (collectively, the “Data”). Company is deemed to be the sole author and owner of all Data, with the right to possess the Data and make all uses of the Data throughout the world and all changes to the Data as Company deems necessary or desirable. The recipient has no rights to use the Data for any purpose outside the course and scope of Engagement, nor to disclose any part of the Data to any unauthorized party.

3. Recipient shall use the Confidential Information solely for the purpose of the Engagement, and, except to the extent permitted by this Agreement, shall keep such Confidential Information strictly confidential. Recipient shall take reasonable steps and measures to protect against the unauthorized use or disclosure of the Company’s Confidential Information.

4. With respect to information about the business, business plans and operations of Company (the “Disclosing Party”) or based upon, containing, or otherwise reflecting such information, the term Confidential Information does not include information that: (a) is or becomes generally available to the public or the industries in which Company and Recipient are involved other than (i) as a result of a disclosure by Recipient or its Representatives (the “Receiving Party”) in breach of this Agreement or (ii) in violation of a confidentiality obligation to the Disclosing Party known to the Receiving Party at the time of such violation; (b) is or becomes available to the Receiving Party on a non-confidential basis from a source that, to the knowledge of the Receiving Party at the time of such availability, is not subject to an obligation of confidentiality in favor of the Disclosing Party; (c) was known to the Receiving Party prior to disclosure of such information to it by the Disclosing Party; or (d) is verifiably developed by or for the Receiving Party without the use of Confidential Information provided by the Disclosing Party. However, this Paragraph 4 is not intended to relieve the Recipient of its obligation to treat its work product under the Engagement, including drafts and Data, as Confidential Information, which is the sole property of the Company.

5. Notwithstanding anything to the contrary in this Agreement, in the event that Recipient or Recipient’s Representatives are required or ordered by law or by any judicial, governmental or regulatory entity (including the Financial Industry Regulatory Authority (or its successor) (“FINRA”)), whether by interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process, to disclose the Confidential Information, Recipient, to the extent permitted by applicable law, shall make reasonable efforts to provide Company with prompt prior written notice of such requirement so that the Company may seek an appropriate protective order. If in the absence of a protective order, a party is nonetheless required by law or legally compelled to disclose Confidential Information, disclosure may be made only as to that portion of the Confidential Information which such party is legally required or compelled to disclose. The party required to make such a disclosure shall request that confidential treatment will be accorded such Confidential Information. Notwithstanding anything to the contrary herein, Recipient shall not be required to provide notice to the Company in connection with any request or requirement for disclosure of any Confidential Information pursuant to a regulatory review (including a review by FINRA) of Recipient or Recipient’s Representatives not specifically related to the Company or its Confidential Information.

6. All Confidential Information is and will remain the Company’s property. Promptly after being so requested in writing by the Company, the Recipient shall, as to all Confidential Information specified by the Company and all written material, memoranda, notes, and other writings or recordings whatsoever, including electronic versions thereof, prepared by Recipient or its Representatives based upon, containing, or otherwise reflecting any such Confidential Information, either return it to Company, or destroy it, as directed by the Company. Any Confidential Information that is not returned or destroyed, including, without limitation, any oral Confidential Information, remains subject to the confidentiality obligations set forth in this Agreement.

7. Neither Recipient nor its Representatives shall make any copies of or electronically transmit to any party any Confidential Information, other than as directed in writing by the Company in relation to the Engagement. Neither Recipient nor its Representatives shall remove, overprint or deface any notice of copyright, trademark, logo, or other notices of ownership from any originals or copies of Confidential Information. The information does not have to be marked with copyright, trademark or other notices of ownership to be deemed Confidential Information under this Agreement.

8. Company does not make any representation or warranty as to the accuracy or completeness of the Confidential Information or any component of the Confidential Information. Recipient understands that any estimates or projections with respect to future performance included in the Confidential Information should not be relied upon as accurate representations or assurances of future results. Neither Company nor any of its Representatives have any liability to Recipient or its Representatives resulting from the use of the Confidential Information.

9. The terms, conditions, and covenants of this Agreement shall apply to all business dealings and relations between Company, on the one hand, and Recipient, on the other hand, unless expressly superseded by the confidentiality provisions of a later agreement.

10. It is further understood and agreed by the parties that money damages may not be a sufficient remedy for any breach of this Agreement, and that Company is entitled to seek specific performance, including, without limitation, injunctive relief, as a remedy for any such breach by Recipient. Such remedy is not the exclusive remedy for breach of this Agreement but is in addition to all other remedies available at law or equity. Each party agrees that, in the event of a judgment by a court of competent jurisdiction in a litigation between the parties relating to this Agreement, the non-prevailing party in such litigation shall be liable to the prevailing party for the reasonable attorney’s fees and costs incurred by such prevailing party in connection with such litigation.

11. This Agreement binds and benefits the parties and their respective permitted successors, assigns, and delegates; provided, however, that an assigning party is not in any event released from any of its obligations or liabilities under this Agreement. Neither party may assign the benefits or delegate any obligations under this Agreement to any person or entity (including without limitation a subsidiary or affiliate) without the prior written consent of the other party, which consent may be withheld in the non-assigning (or non-delegating) party’s absolute discretion, other than the Company may assign and delegate any or all of its rights and obligations under this Agreement to another company, in its sole discretion. The assignment of this Agreement from the Company to another company shall not relieve the Recipient of its obligations to the Company under this Agreement.

12. If any provision of this Agreement is not enforceable in whole or in part, the remaining provisions of this Agreement shall remain in full force and effect. No failure or delay in exercising any right, power or privilege under this Agreement operates as a waiver, nor does any single or partial exercise preclude the further exercise of any other right, power or privilege under this Agreement.

13. The laws of the State of Arizona govern all matters arising out of or relating to this agreement, including without limitation, its validity, interpretation, construction, performance, and enforcement. The parties agree that any action arising out of this Agreement shall be brought in the appropriate court located in Maricopa County, Arizona.

14. Company warrants and represents that it has the absolute right to disclose Confidential Information to the Recipient. This paragraph shall survive the expiration or termination of this Agreement until the expiration of all statutes of limitation applicable to any such third party claim.

15. The relationship of the Recipient to the Company is that of an independent contractor, and not of agent, partner, joint venturer or the like. Nothing in this Agreement shall impose any obligation upon the parties to consummate a transaction or business relationship or to enter into any discussions or negotiations with respect thereto.

16. This Agreement will remain in effect until the date being two (2) years from the date of termination of the relationship between the parties in connection with the Purpose or the Engagement, whichever is later, at which time this Agreement will terminate.