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DEEPLEARNING.

AI

NON-DISCLOSURE AGREEMENT

Name:Biniyam Ajaw Odol(“Volunteer”)

Effective Date:26/10/2023

As a condition of being retained as a volunteer content reviewer by


deeplearning.ai LLC, a California limited liability company, or any of its current or future
subsidiaries, affiliates, successors or assigns (collectively, the “Company”), Volunteer
agrees to the following:

1. Relationship. This Non-Disclosure Agreement (this “Agreement”) will


apply to Volunteer’s relationship with the Company to review content and provide
feedback on such content (the “Services”). If that relationship ends and the Company,
within a year thereafter, retains the Volunteer again, this Agreement will also apply to
such later employment or consulting relationship, provided that the Company may also
require the Volunteer to execute its standard Confidential Information and Invention
Assignment Agreement (a “CIIAA”) at the time, if any, that Volunteer becomes an
employee or contractor of the Company, and that in such case this Agreement shall not
limit the obligations set forth in the CIIAA. Any of the foregoing relationships between
the parties hereto is referred to herein as the “Relationship.”

2. Confidential Information.

(a) Protection of Information. Volunteer agrees, at all times during the


term of the Relationship and thereafter, to hold in strictest confidence, and not to use,
except to the extent necessary to perform the Services, and not to disclose to any person,
without written authorization from the Company, any Confidential Information that
Volunteer obtains from the Company or otherwise obtains, accesses or creates in
connection with, or as a result of, the Services during the term of the Relationship until
such Confidential Information becomes publicly and widely known and made generally
available through no wrongful act of Volunteer or of others who were under
confidentiality obligations as to the item or items involved.

(b) Confidential Information. Volunteer understands that


“Confidential Information” means information and physical material not generally known
or available outside the Company and information and physical material entrusted to the
Company in confidence by third parties. Confidential Information includes, without
limitation technical data, trade secrets, know-how, research, product or service ideas or
plans, software codes and designs, algorithms, developments, inventions, patent
applications, processes, techniques, engineering designs and drawings, hardware
configuration information, business plans, or other business information disclosed to
Volunteer by the Company either directly or indirectly in any form.
(c) Third Party Information. Volunteer’s agreements in this
Section 2 are intended to be for the benefit of the Company and any third party that has
entrusted information or physical material to the Company in confidence.

(d) DTSA Notification. The misappropriation of trade secrets (a form of


intellectual property) is a violation of law, just like the theft of any property. In addition
to state law remedies, the Defend Trade Secrets Act of 2016 (the “DTSA”) enables a
trade secret owner to bring a trade secret misappropriation case in federal court. The
DTSA generally provides that an individual shall not be held criminally or civilly liable
under any federal or state trade secret law in the following circumstances: (i) where the
individual discloses trade secrets in confidence to a federal, state or local government
official or to an attorney solely for the purpose of reporting or investigating a suspected
violation of law; or (ii) where the disclosure is made in a sealed filing in a lawsuit or
other proceeding. In addition, the DTSA generally permits an individual to disclose trade
secrets to the individual’s attorney in the course of pursuing a lawsuit where the person
alleges retaliation for reporting a suspected violation of the law (or uses the trade secret
information in such lawsuit, if the individual files any document containing the trade
secret under seal and does not disclose the trade secret, except pursuant to court order).
The foregoing is a very generalized summary of the immunity provisions of the DTSA
intended to satisfy the notification requirements of the DTSA. The DTSA does not
preclude the trade secret owner from seeking breach of contract remedies, however.
Volunteer should seek legal counsel before disclosing any trade secrets before seeking
immunity under the DTSA.

3. Assignment of Volunteer Work Product. Volunteer hereby assigns to the


Company, or its designee, all Volunteer’s right, title and interest throughout the world in
and to any and all of the feedback that Volunteer provides to the Company in the course
of providing the Services, including any intellectual property contained rights therein
(collectively, the “Volunteer Work Product”). Volunteer hereby waives and irrevocably
quitclaims to the Company or its designee any and all claims, of any nature whatsoever,
that Volunteer now has or may hereafter have for infringement of any and all Volunteer
Work Product. Any assignment of Volunteer Work Product includes all rights of
attribution, paternity, integrity, modification, disclosure and withdrawal, and any other
rights throughout the world that may be known as or referred to as “moral rights,”
“artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent
that Moral Rights cannot be assigned under applicable law, Volunteer hereby waives and
agrees not to enforce any and all Moral Rights, including, without limitation, any
limitation on subsequent modification, to the extent permitted under applicable law. In
any event, Volunteer hereby consents to any such action of the Company which would
violate such Moral Rights in the absence of such consent.

4. Company Property. Volunteer acknowledges and agrees that Volunteer has no


expectation of privacy with respect to the Company’s telecommunications, networking or
information processing systems (including, without limitation, files, e-mail messages,
and voice messages) and that Volunteer’s activity and any files or messages on or using
any of those systems may be monitored or reviewed at any time without notice.
Volunteer further agrees that any property situated on the Company’s premises and
owned by the Company, including disks and other storage media, filing cabinets or other
work areas, is subject to inspection by Company personnel at any time with or without
notice.

5. [Intentionally Omitted]

6. Representations and Covenants. Volunteer represents that Volunteer’s


performance of all the terms of this Agreement does not and will not breach any
agreement Volunteer has entered into, or will enter into, with any third party, including
without limitation any agreement to keep in confidence proprietary information or
materials acquired by Volunteer in confidence or in trust prior to or during the
Relationship. Volunteer agrees not to enter into any written or oral agreement that
conflicts with the provisions of this Agreement.

7. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction and


performance of this Agreement shall be governed, construed and interpreted in
accordance with the laws of the state of California, without giving effect to the principles
of conflict of laws.

(b) Entire Agreement. Except as described herein, this Agreement sets


forth the entire agreement and understanding between the Company and Volunteer
relating to its subject matter and merges all prior discussions between the parties to this
Agreement. No amendment to this Agreement will be effective unless in writing signed
by both parties to this Agreement.

(c) Successors and Assigns. This Agreement will be binding upon


Volunteer’s successors and assigns, and will be for the benefit of the Company, its
successors, and its assigns.

(d) Notices. Any notice, demand or request required or permitted to be given under this
Agreement shall be in writing and shall be deemed sufficient when delivered personally
or by overnight courier or sent by email, or 48 hours after being deposited in the U.S.
mail as certified or registered mail with postage prepaid, addressed to the party to be
notified at such party’s address as set forth on the signature page.

(e) Severability. If one or more of the provisions in this Agreement are deemed void
or unenforceable to any extent in any context, such provisions shall nevertheless be
enforced to the fullest extent allowed by law in that and other contexts, and the validity
and force of the remainder of this Agreement shall not be affected.

(f) Remedies. Volunteer acknowledges and agrees that violation of this Agreement by
Volunteer may cause the Company irreparable harm, and therefore Volunteer agrees
that the Company will be entitled to seek extraordinary relief in court, including, but
not limited to, temporary restraining orders, preliminary injunctions and permanent
injunctions without the necessity of posting a bond or other security in
addition to and without prejudice to any other rights or remedies that the Company may
have for a breach of this Agreement.

(g) Counterparts. This Agreement may be executed in any number of


counterparts, either manually or electronically, each of which when so executed and
delivered shall be deemed an original, and all of which together shall constitute one and
the same agreement.

[Signature Page Follows]


The parties have executed this Agreement on the respective dates set forth below, to be
effective as of the Effective Date first above written.

THE COMPANY:

DEEPLEARNING.AI, LLC

By:

(Signature)

Name:

Title:

Address:
195 Page Mill Road, Suite 115
Palo Alto, CA 94306
United States

Date:

VOLUNTEER:

(PRINT NAME)
(Signature)

Address:

Date:

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