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.