MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (this "Agreement") is effective as of ______________ or, if no

date is shown, on the date of the last signature set forth below, by and between Armanino Advisory LLC
(“Armanino”) and _____________________________ (“Vendor”). Each party hereto would like to protect the
confidentiality of, maintain their respective rights in and prevent the unauthorized use and disclosure of their
valuable confidential information. Accordingly, Armanino and Vendor agree as follows:

1. Definitions. For purposes of this Agreement, “Affiliate” means any entity that directly or indirectly
controls, is controlled by, or is under common control of a party. “Confidential Information” means all nonpublic information
disclosed by one party, its Affiliates, the vendors or the agents of any of the foregoing (collectively, the “Discloser”) to the
other party, its Affiliates, or the agents of any of the foregoing (collectively, the “Recipient”) that is designated as confidential
or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be
considered as confidential. “Confidential Information” includes, without limitation, (i) information relating to the
Discloser’s technology, customers, business plans, promotional and marketing activities, finances and other business
affairs, (ii) third-party information that the Discloser is obligated to keep confidential, and (iii) the nature, content and
existence of this Agreement and any discussions or negotiations between the parties.

2. Confidential Treatment. The Recipient will take all reasonable measures to avoid disclosure, dissemination
or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own
confidential information of a similar nature. Unless otherwise expressly authorized by the Discloser or by this
Agreement, a Recipient will not (i) disclose the Confidential Information to any third party or (ii) use or reproduce the
Confidential Information for any reason other than in pursuance of its business relationship with the Discloser. These
obligations will not apply to any information that is or becomes disqualified as Confidential Information pursuant to
Paragraph 4. If a party to this Agreement is on the premises of the other party and inadvertently receives information
not related to this Agreement that a reasonable person would discern to be confidential to the other party, the party
in receipt of such information must hold the information confidential notwithstanding anything to the contrary in
this Agreement.

3. Internal Dissemination. A Recipient will limit dissemination of the Discloser's Confidential

Information to the Recipient’s employees, contractors and agents who (i) have a need to know the Confidential
Information, and (ii) have nondisclosure agreements or confidentiality obligations requiring them to protect the
Confidential Information. The Recipient will ensure that its employees, contractors and agents comply with this
Agreement and their respective nondisclosure agreements and will remain liable for any breach of this Agreement by
Recipient’s employees, contractors and agents.

4. Exception. Notwithstanding any other provision of this Agreement, each party acknowledges that
Confidential Information will not include any information that:
(a) is or becomes publicly known through no wrongful act by the Recipient;

(b) is, at the time of disclosure under this Agreement, already known to the Recipient
without any obligation restricting disclosure;

(c) is, or subsequently becomes, rightfully and without breach of this Agreement, in the
possession of the Recipient without any obligation restricting disclosure;

(d) is independently developed by the Recipient without breach of this Agreement or any
other agreement; or

(e) is explicitly approved for release by written authorization of the Discloser.

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The parties understand that each of them may currently, or in the future, develop information internally, or receive
information from third parties that may be similar to the Confidential Information received from other party. Therefore, this
Agreement is not to be understood or construed as a promise by either party that the other party will not develop products
(or have products developed for it) that, without violating this Agreement, compete with the products or systems
contemplated or described in the Confidential Information received from other party.

5. Return or Destruction of Media. Upon written request by Discloser, or upon termination of the parties’
business relationship, Recipient will in its discretion (i) immediately return all Confidential Information together with all
copies made by the Recipient or by anyone to whom such information was made available by Recipient, or (ii) immediately
destroy all such Confidential Information. Upon written request by Discloser, Recipient will also certify in writing
within ten (10) days after return or destruction of such Confidential Information that all Confidential Information has
been returned or destroyed.

6. Ownership. The Confidential Information is and will remain at all times the exclusive property of the
Discloser. No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the
Confidential Information in the manner and to the extent authorized by this Agreement. No indemnification for
damages of any kind sustained by Recipient, its Affiliates, or the employees, agents or associates of each of them, by
reason of the Discloser's disclosure or the use by Recipient or an Affiliate of a Recipient of the Confidential Information
is granted or implied. The parties acknowledge that the Confidential Information is provided “AS IS” and no warranty of any
kind is granted or implied to any party.

7. Injunctive Relief. Each party recognizes and acknowledges that the Discloser would suffer irreparable
injury from the unauthorized use or disclosure of any of the Confidential Information and each party agrees and
acknowledges that the Discloser will have the right to seek injunctive relief against the unauthorized use, disclosure or
transfer of any of the Confidential Information, as well as the right to pursue all of its other remedies in equity and at law.

8. Disclosure if Required by Law. Disclosure of Confidential Information will not be precluded if such
disclosure is in response to a valid order of a court or other governmental body or is otherwise required to be disclosed by
law; provided, however, that should Recipient be so required to disclose, Recipient will first give written notice to the
Discloser so that the Discloser may seek an appropriate protective order.

9. Miscellaneous.

(a) This Agreement will commence on the Effective Date and continue until: (i) Armanino notifies
Vendor it shall not be engaged to provide services, or (ii) for so long as Vendor is engaged by Armanino to provide
services. Recipient will remain bound by all confidentiality obligations, and subject to all remedies, under this
Agreement at all times during the term of this Agreement and for one (1) year after the termination or
expiration of this Agreement.

(b) This Agreement will be governed and interpreted in accordance with the laws of the State
of California, except its rules as to choice of laws. The parties agree that any claims or other actions arising out
of this Agreement will be litigated in the Federal or State courts in Contra Costa County, California, and each
party consents to the exclusive jurisdiction of such courts.

(c) This Agreement will in no way require either party to disclose or receive Confidential Information.

(d) No modifications of this Agreement or waiver of any of its terms will be effective unless set forth
in a writing signed by the parties. Failure by any party to require the other to perform any of the terms of
this Agreement, or waiver by any party of any breach of this Agreement by the other will not prevent subsequent
enforcement of such term or be deemed a waiver of any subsequent breach thereof.

(e) No agency or partnership relationship will be created between the parties by this Agreement. Nothing
in this Agreement will obligate either party to enter into any business relationship with the other.

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 (f) This Agreement will be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may transfer or assign its interests in this Agreement,
in whole or in part, without the prior written consent of the other.

(g) Each provision of this Agreement will be valid and enforced to the fullest extent permitted
by law. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or
enforceability of any other provision.

(h) Defend Trade Secret Act Notice. Each Party is hereby notified that it will not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made in
confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely
for the purpose of reporting or investigating a suspected violation of the law; and/or (B) is made in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, a Party who
files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the attorney of the Party and use that information in the court proceeding only if the individual files any
documents containing the trade secret information under seal, and does not disclose the trade secret, except
pursuant to court order. The foregoing immunities provided under 18 USC § 1831 et seq. do not apply to any
disclosure of Confidential Information or trade secrets of an employer’s clients, customers or counterparties, or of
any other third parties. For purposes of this paragraph, “trade secret” has the meaning set forth in 18 USC § 1839.

This Agreement constitutes the complete understanding between the parties of each party's obligations
to the others relating to Confidential Information and supersedes any prior negotiations,
representations, discussions, contracts or agreements concerning the disclosure and protection of Confidential
Information by the parties.

(i) The headings are for reference purposes only and will not affect the interpretation of any
provision of this Agreement.

IN WITNESS WHEREOF, the parties understand this Agreement and have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth above.

ARMANINO ADVISORY LLC

By: <signature> By: <signature>

Name: Name:
Title: Title:
Date: Date:

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