This Agreement is made today

BETWEEN

(1) The Learning Technologies Group of Companies, a private company (hereinafter “LTG”)

AND

(2) The Company listed in Section 1 (hereinafter "Company")

1. In connection with Company’s request to receive LTG security documentation (including SOC 2 reports and ISO statements) for vendor due diligence and security/risk assessment purposes (the “Transactions”), LTG may disclose certain confidential information to Company on a confidential basis. The party to this Agreement disclosing such information shall be a “Discloser” and the party to this Agreement receiving such information shall be a “Recipient”. Such information (“Information”) means all confidential information directly or indirectly disclosed or made available by a Discloser in connection with discussions relating to the Transactions and includes any and all financial and non-financial information relating directly or indirectly to the business of Discloser or any of its Affiliates, including without limitation, information concerning the commercial, technical, operational, and/or administrative activities of Discloser and its Affiliates, accounting and marketing reports, business plans, analyses, intellectual property, trade secrets and know-how. Information may take the form of documentation, drawings, specifications, software, technical and non-technical data, and other forms, and may be communicated orally, in writing, by electronic or magnetic media, by visual observation and by other means. Information includes any reports, analyses, studies or other materials, whether prepared by the Recipient or otherwise, that contains or is based upon Information. Information shall also include the existence and terms of this Agreement, the fact that Information has been made available to Recipient or any of its Representatives (as defined below) and the fact that discussions or negotiations are or may be taking place with respect to possible Transactions between Recipient and Discloser. For the purpose of this Agreement, a party's "Representatives" shall include each officer, director, employee, advisor, attorney, accountant or other agent or representative of such party or any of such party's Affiliates. For the purposes of this Agreement, “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control of a party, where “control” means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or interests of such entity).

2. Recipient shall:

2.1 use the Information only in connection with continuing discussions and consideration by the parties concerning the Transactions, except as may otherwise be mutually agreed upon in writing, and shall reproduce such Information only to the extent necessary for such purpose;

2.2 protect the Information using reasonable administrative, technical, and physical safeguards, and not publish the Information or make it available on any public website or public-facing repository. Company may store the Information electronically for the Transactions provided access is restricted to authorized personnel in accordance with this Agreement;

2.3 limit access to the Information to only those of its Representatives who have an absolute need to know in relation to the Transactions and shall notify such Representatives of Recipient’s obligations under this Agreement and ensure that they also abide by them and shall be liable for the actions and omissions of the Representatives in relation to the Information as if they were the actions or omissions of the Recipient; and

2.4 not disclose or allow access to the Information except to the extent permissible pursuant to paragraph 2.3 and notify the Discloser immediately in writing upon becoming aware that any Information has been disclosed to an unauthorised third party. Provided, however, that Recipient may disclose Information to the extent required by applicable law or regulation or by valid legal process to the extent permitted by clause 4 below.

3. Recipient shall have no obligation with respect to Information if such Information: (a) is in the public domain at the time of disclosure or becomes publicly known through no wrongful act or disclosure of Recipient or any of its Representatives; (b) is known to Recipient at the time of disclosure by Discloser and Recipient can prove such fact to Discloser’s reasonable satisfaction, provided that the source of such Information was not and is not bound by any contractual or other obligation of confidentiality to Discloser or any other person or entity with respect to such Information; or (c) becomes known to Recipient on a non-confidential basis from a source other than Discloser or its Representatives, provided that such source is not bound by any contractual or other obligation of confidentiality to Recipient or any other person or entity with respect to such Information.

4. In the event that the Recipient, any of its Representatives or anyone to whom it transfers the Information pursuant to this Agreement becomes compelled to disclose any of the Information, whether by law or regulation or by valid legal process, it will, to the extent permitted by law, provide the Discloser with prompt notice before such Information is so disclosed so that the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, or if the Discloser waives compliance with the provisions of this paragraph 4 or if the Recipient is unable to inform the Discloser before Information is disclosed pursuant to this paragraph 4, LTG or the Company (as the case may be) shall furnish only that portion of the Information which it is advised by written opinion of an independent legal counsel reasonably acceptable to the other party is legally required and will exercise all reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Information. If Recipient is unable to inform the Discloser before Information is disclosed, it shall, to the extent permitted by law, inform the Discloser of the full circumstances of disclosure and the Information that has been disclosed as soon as reasonably practicable after such disclosure has been made.

5. All tangible forms of the Information, such as written documentation, delivered by Discloser to Recipient pursuant to this Agreement shall be and remain the property of Discloser, and all such tangible Information shall be promptly returned to Discloser upon written request, or destroyed at Discloser’s option, together with all notes, analyses, or memoranda containing Information and all Information delivered by the Discloser to Recipient in connection with this Agreement shall be expunged by the Recipient from any computer or data storage system into which it was entered to the extent technically and legally practicable.

6. Discloser makes no warranty regarding the accuracy or completeness of the Information provided hereunder. Discloser accepts no responsibility for any expenses, losses or action incurred or undertaken by Recipient as a result of the receipt, assessment or use of such Information.

7. Each party reserves all rights in its Information. The disclosure of Information by the Discloser does not give the Recipient or any other person any licence or other right in respect of any Information beyond the rights expressly set out in this Agreement.

8. Nothing herein shall in any way affect the present or prospective rights of the parties under the patent or copyright laws of any country, or be construed as granting any license under any present or future patent or application therefore of either party, or preclude the marketing of any product of a party.

9. The obligations under this Agreement shall continue for a period of two years from the date of disclosure of Information.

10. Without prejudice to any other rights or remedies which Discloser may have, the Recipient acknowledges and agrees that damages may not be an adequate remedy for any such breach by it of the terms, conditions and provisions of this Agreement and Discloser shall be entitled to seek the remedies of injunction, specific performance and other equitable relief or equivalent relief in any jurisdiction for any threatened or actual breach of any term, condition or provision of this Agreement by the Recipient and that no proof of special damages shall be necessary for the enforcement of this Agreement.

11. To the extent any Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine (relating to materials prepared by the Discloser's lawyers) or any other applicable privilege or doctrine concerning any pending, threatened or prospective action, suit, proceeding, investigation, arbitration or dispute, it is acknowledged and agreed that the parties have a commonality of interest with respect to such action, suit, proceeding, investigation, arbitration or dispute and that it is their mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any such materials or other information or waive or diminish the continued protection of any such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defence doctrine, and Recipient will take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges and doctrines.

12. Neither this Agreement, nor the disclosure of Information under this Agreement, nor the ongoing discussions and correspondence by the parties concerning the Transactions or any other matter, shall constitute or imply any promise or intention by Discloser or Recipient to enter into any contractual arrangement between the parties or any other or future transaction and nothing shall impose an obligation on either party to continue negotiations or discussions in connection with the Transactions or an obligation to disclose any Information to the other.

13. Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

14. This Agreement expresses the entire Agreement and understanding between the parties and supersedes any previous understandings, commitments or agreements, oral or written, pertaining to the subject matter of this Agreement.

15. This Agreement shall be governed by and interpreted in accordance with the laws of England. Each party hereby agrees to irrevocably submit itself to the non-exclusive jurisdiction of the English courts.

16. This Agreement may be executed in one or more counterparts and by the parties to this Agreement in separate counterparts, each of which, when executed, shall be an original but shall together constitute one and the same agreement.

17. If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

18. The Effective Date of this Agreement shall be the date of execution of this Agreement provided that this Agreement shall cover all Information disclosed by one party to the other whether before or after the Effective Date.

19. Nothing in this Agreement is intended to or shall be deemed to establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.