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Tesla, Inc. — Standard NDA (February 2019) 1 of 2 Confidential Information
<br />Standard Non-Disclosure Agreement
<br />Effective Date: Tesla Contact:
<br />This Standard Non-Disclosure Agreement (“NDA”) is entered as of the Effective Date between the Tesla entity (“Tesla”) and
<br />the company or individual (“Company”) identified below. Tesla and each Company agree as follows:
<br />1.Purpose. Tesla may disclose Confidential Information to Company in order to consider a potential business relationship
<br />with each other or fulfill the objectives of such relationship (“Purpose”). “Confidential Information” means information
<br />disclosed by Tesla or its Affiliate to Company or its Affiliate that is marked as confidential or proprietary, identified as
<br />confidential or proprietary (e.g. if disclosed orally or visually), or disclosed under circumstances by which Company should
<br />reasonably understand that such information is deemed by Tesla to be confidential or proprietary. All Confidential Information
<br />and derivations thereof remain Tesla’s sole property, and no license or other right to Confidential Information or any intellectual
<br />property is granted or implied by this NDA or any disclosure. Tesla is not required to disclose any information hereunder. All
<br />Confidential Information is provided on an “AS IS” basis. Tesla disclaims any and all representations, warranties, or assurances
<br />concerning the Confidential Information, including as to accuracy, performance, completeness, suitability, or third-party rights.
<br />2.Confidentiality. Subject to Section 3, Company and its Affiliates may not: (a) use Confidential Information for any reason
<br />except the Purpose; or (b) disclose Confidential Information to any individual or third party except to its personnel, directors,
<br />consultants, professional advisors, and Affiliates, or (to the extent expressly approved in writing by Tesla) other unaffiliated
<br />third parties, in each case that (i) have a “need to know” such Confidential Information for the Purpose and (ii) are bound to
<br />confidentiality obligations that protect Confidential Information to at least the same extent as the terms of this NDA
<br />(collectively, “Authorized Recipients”); or (c) make any public disclosures relating to the existence of this NDA or the Purpose
<br />without Tesla’s prior written consent; or (d) identify, or attempt to identify, any data subject (e.g. one or more individuals,
<br />vehicles, products, or entities) through any de-identified or anonymous data disclosed by Tesla. Company shall implement and
<br />maintain appropriate organizational, technical, and administrative security measures, exercising the same degree of care to
<br />protect Confidential Information that it uses for its own confidential information of a similar nature, but in no event less than
<br />reasonable care. Promptly after learning of any unauthorized use or disclosure of, and/or unauthorized attempts to access or
<br />modify, any Confidential Information in Company’s (or its Authorized Recipients’) custody or control, Company shall notify
<br />Tesla in writing and cooperate with Tesla to investigate and mitigate any adverse effects. Company shall be responsible for any
<br />unauthorized use or disclosure of Confidential Information by any of its Authorized Recipients.
<br />3.Exceptions. The obligations of Section 2 will not apply to information that: (a) is already known to Company at the time
<br />of disclosure without obligation of confidentiality, (b) is or becomes publicly known through no wrongful act or omission of
<br />Company, (c) is rightfully received by Company from a third party without obligation of confidentiality, (d) is approved for
<br />release by Tesla’s written authorization, or (e) was developed by Company independently and without the use or benefit of any
<br />Confidential Information. A disclosure that Company is required to make pursuant to any order or requirement of a court,
<br />administrative agency, other governmental agency, or stock exchange will not be deemed a breach of Section 2 of this NDA,
<br />provided that Company has to the extent permitted by law: (x) promptly notified Tesla in writing of such order or requirement,
<br />(y) given Tesla an opportunity to challenge or limit the disclosure requirement or seek an appropriate protective order, and
<br />(z) cooperated with Tesla to narrow the scope of such disclosure to only that portion of the Confidential Information that is
<br />necessary to fulfill the order or requirement. A disclosure which complies with a U.S. Federal Acquisition Regulation
<br />permitting disclosures to the government concerning government contracts will not be deemed a breach of this NDA. Each
<br />party is hereby given notice of the immunity set forth in 18 USC § 1833(b).
<br />4.Affiliate. “Affiliate” means an entity which either controls or is controlled by a party or is under common control with a
<br />party, where “control” means the power to direct or cause the direction of an entity’s management and policies through
<br />ownership or control of at least 50% of its voting securities or ownership interest.
<br />5.Termination. This NDA is effective as of the Effective Date and will expire 3 years thereafter. Either party may terminate
<br />this NDA for any or no reason by giving 60 days’ prior written notice to the other party. Expiration or termination shall not
<br />affect a party’s rights or obligations with respect to Confidential Information disclosed before such expiration or termination,
<br />and such rights or obligations will continue as long as Company or its Affiliate has custody of or control over Confidential
<br />Information. Upon expiration or termination of this NDA or Tesla’s written request, Company shall promptly return to Tesla
<br />all Confidential Information or certify in writing that all Confidential Information has been destroyed. Sections 2, 3, and 5–7
<br />will survive for 5 years after the expiration or termination of this NDA.
<br />6.Disputes; Venue. This NDA is governed by the laws of the county, state, and country specified below Tesla’s signature,
<br />in each case without regard to conflict of laws principles. Company will be jointly and severally responsible for the acts and
<br />omissions of its Affiliates and each Authorized Recipient. The rights of and damages incurred by a Tesla Affiliate will be
<br />deemed to be rights of and damages incurred by Tesla. The Parties shall discuss in good faith a resolution to any conflict or
<br />dispute under this NDA. The exclusive venue for any judicial action arising out of or relating to this NDA will be the state,
<br />federal, or regional courts for the location specified below Tesla’s signature. The parties, for themselves and their respective
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