CONFIDENTIAL CONFIDENTIAL

«__PLEASE FILL IN THE SIGNING ADDRESS FOR THIS InTime BioTech LLC
AGREEMENT _______________________________» 125009, Moscow, Tverskaya 19A, 27
City. ___________Address _________________ __

NDA №202102____

Moscow «__» ____ 2021

_________ and the InTime BioTech LLC, collectively referred to as the Parties, have entered into this Agreement as
follows on the Terms set forth below and subject to the following Appendix, which is an integral part of the Agreement:

Attachment 1 Form of Act on receipt of Confidential Information (CI)I;

SIGNATURES OF REPRESENTATIVES OF THE PARTIES:

On behalf of ________ InTime BioTech LLC.

_._. ____________ _._. ____________

_______ Teterin О.О.
/
TERMS OF AGREEMENT

DEFINITIONS

Disclosing Party - A party disclosing CI;

Recipient - A Party that receives or has access to a disclosure Party's CI.
Representative - any person involved by a Party to carry out any action under this Agreement;
Confidential Information (CI) - all and / or any of the following:
- information regarding which legal acts of the Russian Federation, USA & other countries of
International Law establish restrictions on disclosure and / or use, in particular, but not limited to the
following, production secrets, personal data, information constituting a trade secret;
- any information or part of it referred by the Party to CI and labeled “Trade Secret” or “Confidential” or ,
by reason of the nature or circumstances of the information supplied, is to be regarded as such;.
In the event that the information that is CI in accordance with this Agreement is used in any way in a form
different from the one in which this information was disclosed by the Disclosing Party (for example, but not limited
to the following, as a result of a change in the text, paraphrase, etc. .), such information is considered CI despite all
such differences.
Confidential information does not include information in respect of which at least one of the following is true:
(-) this information is well-known for reasons not related to the violation by the Recipient of the provisions of the
Agreement;
(-) this information is legally owned by the Recipient until it is transferred to the Recipient under this Agreement;
(-) legally received by the Recipient from a third party without limitation and without violation of this Agreement;
(-) cannot be considered CI in accordance with current legislation of US & Russia.
Confidential Information does not include:
(-) goods and other things (for example, results of work, technical documentation, etc.) that one of the Parties
transfers into ownership or leases to the other Party under the Agreement (for the avoidance of doubt, such goods
and things are not considered to be secrets of production);
(-) computer programs that one of the Parties receives under the Agreement, unless otherwise provided by the
agreement of the Parties.
Agreement - any agreement, the exchange of information on which is subject to this Agreement. Interdependent
person - any individual or legal entity that is directly or indirectly controlled by this person, controls this person or is
under common control with this person. Disclosure is any action that results in communicating information to any
person.
1. SUBJECT OF THE AGREEMENT
 1.1. The Parties have mutual obligations to ensure confidentiality of CI, which will be exchanged on the terms
specified in this Agreement and its Supplements, which are an integral part of this Agreement.
1.2 Any CI disclosed under this Agreement, is provided “as is” and without warranties of any kind. The Party
which discloses any Confidential Information does not make any warranties express or implied regarding the
accuracy, completeness, performance, merchantability, fitness for use, non-infringement of any intellectual
property rights. The Disclosing Party accepts no responsibility or liability for the use of Confidential Information by
the other Party or its Permitted Disclosees and shall not be under any obligation to update or correct any
inaccuracies which may become apparent in any Confidential Information. Nothing in this paragraph operates to
exclude or limit any liability for fraud.
1.3 Neither this Agreement nor any disclosure of Confidential Information made under it:
a) grants either of the Parties any right or license under the intellectual property rights (e.g., trademark,
copyright, design, utility model or patent) of the other Party;
b) forms any type of business relationship or any commitment to buy, sell, or otherwise make use of any
products, services, or technology from the other Party;

2. CONFIDENTIALITY

2.1 The Recipient having access to the CI of the Disclosing Party shall use it solely to achieve the purpose of
providing the CI and not use it for any other purposes.
2.2 The Recipient shall be obliged to keep secretly the CI of the Disclosing Party, not to disclose and not to
disclose any CI of the Disclosing Party and, if higher requirements for the treatment of CI do not follow from the
provisions of this Agreement and its Addenda, take measures to ensure that it is kept confidential, no less than
those that the Recipient accepts to ensure confidentiality / confidentiality of their own CI. In any case, such
measures should exclude the possibility of familiarization with the CI of persons whose disclosure of CI is not
allowed in accordance with this Agreement.
2.3 The Recipient is obliged to
a) to refrain from commercially exploiting or imitating the Confidential Information (in whole or in part) outside
the Business Matter in any way, or to exploit it or have it exploited or imitated by third parties, and in particular to
refrain from applying for intellectual property rights - in particular patents, utility models, trademarks, designs and
copyrights - in respect of the Confidential Information (in whole or in part) or having it applied for by third parties;
b) for a period of two (2) years from the date of signing this Agreement, not to employ or attempt to employ or
divert any person known to a Party to be an employee of the other Party, provided that such hiring Party may (i)
employ or attempt to employ any person who is no longer employed by the other Party at the time of such hiring
Party’s first contact with such person, (ii) engage in general solicitations of employment not specifically directed at
employees of the other Party, or (iii) employ any person (other than a person who becomes known to the hiring
Party in connection with its consideration of the Business Matter) who contacts such hiring Party on his or her own
initiative without any direct or indirect solicitation (other than general solicitations described in the foregoing clause
(ii)) by or encouragement from such hiring Party; and
2.4. Subject to the provisions of clause 2.1, the Recipient may provide access to the CI of the Disclosing Party
only to its Representatives directly using the CI in connection with the fulfillment of the tasks of the Recipient, or to
Interdependent Persons, provided that the Recipient has concluded an Agreement with such Representatives /
Interdependent Persons, similar to this Agreement. At the request of the Disclosing Party, the Recipient must
provide a list of the above Representatives (Interdependent Persons).
2.5. The recipient has the right to make copies, extracts or other documents drawn up using the CI of the
Disclosing Party, only to the extent reasonably necessary to achieve the purpose of providing the CI, and must
also ensure reliable accounting of all copies (extracts, other documents) and the places where they are contained.
2.6. At the written request of the Disclosing Party, the Recipient is obligated if the carriers of CI are:
- the property of the Recipient - to remove this CI from such carriers to the extent of impossibility of recovery;
- the property of the Disclosing Party - to return to the Disclosing Party all such carriers.
This obligation must be fulfilled within the time specified in the request (provided that it can be fulfilled by
reasonable measures within the specified time), and in the absence of an indication of such a period in the
request, within no more than 10 days. The commencement of the period specified in this clause for fulfillment of
obligations shall be considered the day of receipt of the corresponding request by the Recipient, unless otherwise
specified in the request.
The Recipient shall immediately inform the Disclosing Party of the performance of its duties under this
paragraph.
2.7. If facts of unauthorized disclosure of CI to third parties are discovered, the Recipient must immediately
inform the Disclosing Party of these facts and the measures taken to reduce damage.
2.8. Failure by one Party to fulfill the conditions of this Section 2 is the basis for terminating access to CI and
provides the other Party with the right to unilaterally refuse to execute the Agreement between the Parties, under
which the Recipient must gain access to CI. The Recipient must compensate the Disclosing Party for losses
associated with the termination of the contractual relationship through its fault.
 3. RESTRICTION OF RIGHTS OF THE PARTIES
3.1. The Recipient acknowledges that it does not have the right to require the Disclosing Party to provide it with
any CI, or without the consent of the Disclosing Party to receive the CI of the Disclosing Party from any third party,
and that it does not have claims to the Disclosing Party in connection with the fact that the Disclosing Party does
not provide any or CI, including due to termination of this Agreement.

4. PRECAUTIONS.
4.1. CI under this Agreement is transferred to the Recipient:
4.1.1 in electronic form with the preparation of the Act on the receipt of CI (Appendix No. 1 to the Confidentiality
Agreement).
4.2. The Disclosing Party has the right to require the Recipient to sign the Acceptance and Act of the CI in the
form in accordance with Appendix No. 1. If the Recipient refuses to sign such an act, the Disclosing Party has the
right to refuse to issue the CI.
4.3. The Disclosing Party has the right to request from the Recipient information on measures taken by the
Recipient to ensure the confidentiality of the disclosing Party's CI under this Agreement. If the Recipient fails to
provide such information or reveals the insufficiency of measures taken by the Recipient to ensure the
confidentiality of CI, the Disclosing Party shall be entitled to refuse to provide CI or refuse to execute this
Agreement.
4.4. Non-use or non-use by the receiving party of the measures and means of information protection specified in
this Agreement is a fact of non-fulfillment by the party of its obligations in accordance with paragraph 6 of this
Agreement.

5. OTHER PROVISIONS
5.1. This Agreement shall enter into force on the date of its signing by authorized representatives of the Parties
and, subject to the provisions of paragraph 5.2, and is valid for 3 (three) years. If at least 10 (ten) days before the
expiration of its validity, none of the Parties sends a written refusal to the other Party to renew its validity, the
Agreement shall be deemed to be prolonged each time under the same conditions for a period similar in length to
the term, specified in this paragraph, an unlimited number of times.
5.2. The Agreement may be terminated by either Party by notifying the other Party no later than 30 (thirty) days
prior to the date of its termination. However, the provisions of paragraph 5.3 shall prevail over this paragraph.
5.3. Despite the termination of this Agreement, the Parties are obliged to keep CI and comply with the terms of
this Agreement for 3 (three) years after its termination.
5.4. Notwithstanding the provisions of this Agreement, if applicable legal acts (in particular, but not limited to the
following, legislative acts, by-laws, etc.) establish special requirements for the treatment of any information (for
example, personal data etc.), such requirements are subject to fulfillment by the Parties even if they were not set
forth in this Agreement.
5.5. None of the Parties may transfer or otherwise assign, in whole or in part, their rights and obligations under
the Agreement without the prior written consent of the other Party.
5.6. In the event that any provisions of this Agreement are declared invalid or unenforceable, other provisions of
this Agreement shall nevertheless remain in force.
5.7. The agreement is signed in confirmation of the full agreement of the Parties regarding its subject and
replaces all previously reached agreements, agreements and obligations of the parties on its subject.
5.8. All applications, additions and changes to the Agreement will be an integral part of it and will have legal
force if they are executed in writing and signed by authorized representatives of the Parties.
5.9. The law applicable to this Agreement is the law of the USA. Disputes and disagreements arising in
connection with the relations of the Parties under this Agreement shall be resolved through negotiations. In case of
failure to reach agreement between the Parties through negotiations, the dispute is referred to the Delaware
Arbitration Court (USA).

6. COMPENSATION FOR DAMAGES AND COMPENSATION

6.1. A Party that has violated any of its obligations under this Agreement is obliged to compensate the other
Party for losses caused by actions (failure to carry out actions) with Confidential Information in violation of this
Agreement, as well as to pay a penalty in the amount equivalent to 10,000 (ten thousand) US dollars for every fact
of violation. In the event that a Party involves another person in the execution of this Agreement, it shall be liable
for the actions (inaction) of such a person as if it were its own actions (inaction).”

IN WITNESS OF the foregoing, the Parties have signed this

 Agreement.

Executor Customer on behalf InTime BioTech LLC

_________ Managing partner
Teterin Oleg Olegovich
01.12.1975 year of birth
The passport
4521 072132 issued by MVD Russia 25.12.2020,
code 770-009.
125009 Moscow, st. Tverskaya 19а, 27
+79852287192

InTime BioTech LLC, USA, Delaware

EIN 98-1533323
D&B D-U-N-S Number 117494814
Filing number 7840873
Registration date 07 February 2020
Registered agent address:
300 Delaware Avenue Suite 210-A
Wilmington, Zip code 19801

________________/_____________ / ________________/Teterin О.О./

 Appendix No. 1
confidentiality agreement
No. 202102___ dated ___ 2021

Sample Act on receipt of CI

______________________________________________
(place for affixing confidentiality stamp)

THIS ACT was signed on __ _____ 2021 online through internet connection via email teterin@intime.digital
& _______________ email between:

_______., Further, the Recipient, on the one hand, and InTime BioTech LLC represented by the managing
partner Teterin O.O., hereinafter the Disclosing Party, on the other hand, hereinafter referred to as the Parties
together, and separately, the Party, as follows:

1. The Recipient received the following CI from the Disclosing Party:

н/п Name of document The name of the Summary of the The type of media on The amount of
containing CI confidentiality stamp on document which the CI is information
a tangible medium containing CI transmitted (paper, transmitted
(“Trade Secret” or (what the magnetic, via e-mail (sheets, bytes,
“Confidential”) document is channels, etc.). etc.).
about)
1 ILongevityInTimePitc Confidential Presentation Email from address 10 Mb
hDeckRDT or other teterin@intime.digital
2 Product Confidential Brief Email from address 10 Mb
description.docx or teterin@intime.digital
other
3 Mail Correspondence Confidential Description of Mail Correspondence 10 Tb
with the with
teterin@intime.digita development teterin@intime.digita
& other emails from object & other emails from
@intime.digital & @intime.digital &
personal emails from personal emails from
InTime teaml InTime teamll
4 Channel access Confidential Description of Channels Teterin 10Tb
Teterin Oleg, the Oleg, InTime
InTime BioTech LLC development BioTech LLC in
in Slack, Trello, object Slack, Trello, Gitlab,
Gitlab, Github, Google Github, Google
Cloud, Digital Ocean, Cloud, Digital Ocean,
Skype, Telegram & Telegram, Skype &
other social media other social media
channels channels
5 Other oral and written Confidential Description of Via the Internet and 10 Tb
materials on the the telephone
project. development
object

2. The confidentiality regime in relation to the received CI and the liability for its violation are specified in the
Confidentiality Agreement No. 202102__ on ___ 2021, concluded between the Parties.

SIGNATURES OF REPRESENTATIVES OF THE PARTIES:

XX _______ InTime BioTech LLC

________ _._. Teterin O.O. _._.

_____ 2021 ______ 2021
******************************************* End of document ***********************************************