This Confidential Information Agreement (“Agreement”) is made between the recipient identified below (“Recipient”) and Capria Ventures LLC (“CV”). It is understood and agreed to that CV would like to disclose and provide the Recipient access to certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to disclose said information, the parties agree as follows:

1. For the purposes of this Agreement, the term “Confidential Information” means:

All information relating to CV or its affiliated entities which is disclosed by CV or its authorized representatives/employees (“Disclosers”) to the Recipient or the employees/authorized representatives of the Recipient, which forms technical, and business information relating to CV’s (or its affiliates’) proprietary ideas and/or trade secrets, existing and/or contemplated products and services, research and development, data or know how, programs, inventions, techniques, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, or any other information concerning CV’s and its affiliates’ businesses and operations that is not publicly available.

2. Recipient shall have a duty to protect all confidential information as follows:

(a) The Recipient acknowledges that the Confidential Information has been disclosed to the Recipient for the purposes of evaluating, learning from, or contributing to CV’s business of partnering with and investing in impact fund managers in emerging markets (“Purpose”). The Recipient undertakes that it shall use the Confidential Information only for the Purpose.

(b) Recipient shall hold the Confidential Information in confidence with at least the same degree of care with which it protects its own confidential and proprietary information.

(c) Recipient shall limit disclosure of Confidential Information. Recipient may, where necessary, disclose Confidential Information to its consultants, external advisors and counsels, as well as within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party other than the persons mentioned above (whether an individual, corporation, or other entity) without the prior written consent of CV. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants, external advisors and counsels and others who are permitted access to or use of the Confidential Information.

(d) The Recipient shall be permitted to retain a full copy of such Proprietary Information for archival and regulatory compliance purposes, subject to the provisions of this Agreement. Electronic copies of Proprietary Information shall only be destroyed to the extent practical (e.g., not including electronic copies on back-up servers); provided, however, that the Proprietary Information will remain subject to the confidentiality provisions of this Agreement whether or not it is destroyed.

(e) Upon completion of its work with CV, Recipient shall return all Confidential Information to CV or certify that such Confidential Information has been destroyed.

3. Recipient understands that, except as otherwise agreed to in writing, the Confidential Information which it may receive concerning CV’s future plans may be tentative and is not intended to represent firm decisions by CV concerning the implementation of such plans.

4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information

(a) that was in Recipient’s possession before receipt from CV;

(b) is or becomes a matter of public knowledge through no fault of Recipient;

(c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to CV; or

(d) whose disclosure is required by
(i) a court of competent jurisdiction, or
(ii) any governmental, administrative, judicial or quasi-judicial authority.

5. This Agreement shall apply to all Confidential Information disclosed by CV under this Agreement during the “Disclosure Period” which is the period starting on the Effective Date indicated below, and ending the latter of
(a) one (1) year from the Effective Date, or
(b) the termination of Recipient’s business or other relationships with, unless CV and the Recipient otherwise agree in writing.

6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information for the Purpose specified in paragraph 2(a). Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

7. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that CV shall be entitled to injunctive relief.

8. This Agreement shall benefit and be binding upon CV and Recipient and their respective subsidiaries, affiliates, successors and assigns.

9. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and must be signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the state of Washington, USA. Recipient agrees to submit to jurisdiction of the appropriate court for enforcement of this Agreement.

10. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

11. This Agreement may be executed in counterparts. A signature over fax/scan/email shall be deemed as original.

12. This Agreement shall terminate one (1) year after the end of the Disclosure Period. By their signature below, the parties hereto agree to the terms and conditions of this Agreement as of the effective date indicated below: