UPGRAD´D® Labs Volunteer Panel - Non-Disclosure Agreement

As a member of our volunteer panel, you will have access to upcoming products before they are
released to the general public. The products themselves, and any information supplied with the
products including packaging, literature and marketing material is confidential and must not be
disclosed to any other person until we confirm that it is acceptable to do so, or if 12 months have
expired since you received the confidential materials. This includes publishing about the product
even if you don’t mention our brand or make any reference to the product trial – for example talking about a product concept.

Publishing means telling any other person in any way; for example, in a conversation, by written
word or recording (for example in a blog) or by social media. This includes telling friends or family
members, which you might do in confidence, but in their excitement, who may then go on to publish confidential information themselves without realising.

We ask you not to talk about the information and products you receive because as an early-stage
development there will still be many kinks we’re working through that won’t be in the final product
and this can cause lots of confusion on product release if there is conflicting information. It’s also
possible we may have filed patents or other intellectual property to protect our concepts, and these may not have been published yet and a disclosure by you might prejudice those applications.

Finally, it’s nice to save the surprises for other people.

To confirm that you understand that the products and information we provide you in the volunteer
panel are confidential we ask that you sign the Non-Disclosure Agreement below.

HarJam Innovations Limited t/a UPGRAD'D Labs, a company registered in England under company number 11037577 whose registered office is at Unit E2 Churcham Business Park, Churcham, Gloucestershire, GL28AX, United Kingdom (the Discloser)

1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of evaluating a cosmetic product (the Purpose).
2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.
3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3.
4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
   a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or
   b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.
5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.
7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.
8. The undertakings in clauses 2 and 3 will continue in force for 12 months from the date of receiving the confidential information or until terminated by the Discloser, whichever is earliest.
9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.