Thane C. Heins Ottawa ON thaneh@potentialdifference.ca 613.293.1131

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AVL MTI - Potential Difference Mutual NDA 03_08_2022
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT (“Agreement”), effective as of March 8, 2022 (the (“Effective Date”), is made and entered into by and
between AVL Powertrain Engineering, Inc., doing business as AVL Mobility Technologies (“AVL”) with offices located at
47603 Halyard Drive, Plymouth, MI 48170 and Potential Difference, Inc. (“Company”) with offices located at 169 Country
Street, Almonte, Ontario, Canada K0A 1A0. AVL and Company are hereafter sometimes referred to individually as “Party”
or collectively as “Parties.” In consideration of the mutual covenants and undertakings contained herein, and intending to
be legally bound, AVL and Company agree as follows:
1. Scope of Agreement. This Agreement sets forth the obligations assumed by the Parties with respect to any
Confidential Information (defined below) that has been or is hereafter disclosed, furnished or made available by one Party
(the “Disclosing Party”) to the other Party (the “Receiving Party”) during any discussions or negotiations in contemplation
or pursuit of a potential business relationship relative to E-motor demonstration testing (the “Purpose”). The obligations
assumed by the Parties under this Agreement also apply to all Confidential Information that is disclosed, furnished or made
accessible to the Receiving Party or to any employees (including contract employees), officers, directors, attorneys or
accountants of the Receiving Party or its Affiliates (collectively, “Representatives”) by the Disclosing Party or the Disclosing
Party’s Representatives during any resulting business relationship, unless the subject matter of this Agreement is
superseded by the provisions of a separate written agreement that establishes a business relationship between the Parties.
For purposes of this Agreement, “Affiliate” means, with respect to any Party, any person or entity that is directly or indirectly
Controlling, Controlled by or under common Control with such Party, where “Control” and derivative terms mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person
or entity, whether through the ownership of voting securities, by contract or ownership of more than fifty-one (51%) of the
voting securities of a Person.
2. Confidential Information.
2.1 “Confidential Information” means all non-public, confidential or proprietary information, intellectual
property, trade secrets and confidential financial, business, technical, marketing and/or customer information of any type
that is (a) disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked,
designated, or otherwise identified as “confidential,” or (b) contained or is embodied in any documents, memoranda, notes,
records, drawings, manuals, disks, software or other tangible documents or media, including all copies, extracts, and
summaries, and electronic media containing any Confidential Information or which is provided with reference to this
Agreement (including documents created by the Receiving Party which contain, embody or refer to Confidential Information)
(“Materials”) and (c) received by the Receiving Party from the Disclosing Party or from a Disclosing Party’s Representative
pursuant to this Agreement. Confidential Information includes, but is not limited to: models, tools, hardware, software,
databases, formulas, engineering processes and methods, research and development, manufacturing processes,
algorithms, installation procedures, testing procedures, methodologies, inventions, trade secrets, know-how, and other
information that is considered confidential. With respect to Confidential Information that is not disclosed in a tangible format,
Confidential Information includes all such information which is verbally conveyed if, within a reasonable time of the
conveyance, the Disclosing Party notifies the Receiving Party that the information is Confidential Information and confirms
in writing the fact of its disclosure under this Agreement.
2.2 Confidential Information excludes any information that (a) was known by or in the possession of the
Receiving Party or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of
the Disclosing Party under this Agreement, (b) at the time of disclosure, has been or is obtained lawfully by a Party in writing
from a source independent of the other Party, (c) is or becomes generally available to the public other than as a result of
any violation of this Agreement by the Receiving Party or its Representatives, or (d) was or is independently developed by
the Receiving Party without reliance in any way on the Confidential Information or Materials of the Disclosing Party received
under this Agreement. Any Party claiming the benefit of one or more of these exclusions shall have the burden of proving
the exclusion.
3. Receiving Party’s Obligations.
3.1 The Receiving Party may use the Confidential Information of the Disclosing Party only as expressly
permitted in this Agreement and solely as necessary to accomplish the Purpose. The Receiving Party agrees that, except
as expressly authorized by this Agreement, the Receiving Party shall (a) not use the Disclosing Party’s Confidential

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AVL MTI - Potential Difference Mutual NDA 03_08_2022
Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to
reverse engineer, disassemble, decompile, or design around the Disclosing Party’s proprietary services, products, and/or
confidential intellectual property, and (b) will keep the Confidential Information of the Disclosing Party confidential at all
times, (c) will not copy or modify the Disclosing Party’s Confidential Information or Materials, or any copy, adaptation,
transcription or merged portion except in furtherance of the Purpose, and (d) will not disclose the Confidential Information
of the Disclosing Party.
3.2 The Receiving Party shall limit the disclosure and use of the Disclosing Party’s Confidential Information to
those Representatives of the Receiving Party who have a direct and legitimate need to possess or use such Confidential
Information to accomplish the Purpose. The Receiving Party shall ensure that all of the Receiving Party’s Representatives
who are to be provided access to the Disclosing Party’s Confidential Information are informed by the Receiving Party of the
confidential nature of the Disclosing Party’s Confidential Information and that such Representatives are subject to
confidentiality duties or obligations that are no less restrictive than the terms and conditions of this Agreement. The
Receiving Party shall be responsible for any breach of this Agreement caused by any of its Representatives. The Receiving
Party shall not, and shall not permit its Representatives to, reverse-engineer or reverse-compile any Confidential Information
of the Disclosing Party, including the binary or object code version of any software programs included within such
Confidential Information, without the express written consent of the Disclosing Party.
3.3 The Receiving Party will exercise at least the same degree of care with respect to the Disclosing Party’s
Confidential Information that the Receiving Party exercises to protect its own Confidential Information of a similar nature,
but in no event less than a reasonable standard of care. At a minimum, the Receiving Party will adopt, maintain and follow
security practices and procedures that are reasonable and designed to safeguard the Disclosing Party’s Confidential
Information from any unauthorized disclosure, access, use or modification, or misappropriation, theft, destruction, or loss.
3.4 Unless otherwise directed in a signed writing, the Receiving Party may retain the Confidential Information
of the Disclosing Party at one or more business locations maintained by the Receiving Party or its Affiliates.
3.5 Each Party acknowledges and agrees that, as between the Parties, the Disclosing Party retains its entire
right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be
construed as a license, assignment, or other transfer of any such right, title, and interest to Receiving Party or any other
person. Neither Party shall use the name(s), trademarks or trade names of the other Party or their Affiliates, whether
registered or not, in publicity releases or advertising or in any other manner, including client lists, without securing the prior
written approval of the other Party.
4. Compelled Disclosures. Notwithstanding anything contained in this Agreement to the contrary, this Agreement
shall not prohibit the Receiving Party from disclosing Confidential Information it has received from the Disclosing Party under
this Agreement to the extent required in order for the Receiving Party to comply with applicable laws, regulations or judicial
rulings (including subpoenas or other court or administrative processes), provided that the Receiving Party provides prior
written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid or
minimize the extent of such disclosure, including cooperating with the Disclosing Party in the event the Disclosing Party
wishes, at its sole cost and expense, to seek a protective order or other appropriate remedy to prevent such disclosure.
5. Disclaimer. Except as may otherwise be set forth in a signed, written agreement between the Parties, neither the
Disclosing Party nor any of its Representatives make any representation or warranty, expressed or implied, as to the
accuracy or completeness of the Confidential Information disclosed to the Receiving Party hereunder. Neither the
Disclosing Party nor any of its Representatives shall be liable to the Receiving Party or any of its Representatives relating
to or resulting from the Receiving Party’s use of any of the Confidential Information or any errors therein or omissions
therefrom, whether in connection with the Purpose or otherwise. Each Party disclaims any liability which arises in any
manner from the claim that the Confidential Information are not adequate for the Purpose. NEITHER PARTY SHALL BE
LIABLE TO THE OTHER PURSUANT TO THIS AGREEMENT FOR ANY AMOUNTS REPRESENTING LOSS OF PROFIT,
LOSS OF BUSINESS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF THE OTHER
PARTY.
6. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire on the
earlier of: (a) three (3) years after the Effective Date; or (b) the date a written notice of termination of this Agreement issued
by either Party is received by the other Party. Upon termination, the Receiving Party and its Representatives shall cease

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all use of the Confidential Information received hereunder and upon request return to the Disclosing Party or destroy all
copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information (including
any Materials), and, if destroyed, certify in writing to the Disclosing Party that such Confidential Information has been
destroyed. The restrictions of confidentiality contained in this Agreement shall remain in effect for three (3) years after the
expiration or termination of this Agreement, provided that for any and all trade secrets of the Disclosing Party, the survival
period shall last for as long as such Confidential Information qualifies as a trade secret under applicable federal, state and/or
local law. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information that are stored
on the Receiving Party's information technology backup and disaster recovery systems until the ordinary course of deletion
thereof. The Receiving Party shall continue to be bound by the terms and conditions of this Agreement with respect to such
retained Confidential Information.
7. Remedies. Each party acknowledges that, in the event of any breach of this Agreement, the non-breaching party
may not have an adequate remedy in money or damages. Therefore, in the event of any breach or threatened breach of
this Agreement, the non-breaching Party may be entitled to seek equitable relief including injunctive relief and specific
performance without posting of a bond or other security and without proof of actual damages. Such remedies will not be
the exclusive remedies for any breach of this Agreement, but will be in addition to all other remedies available at law or
equity to the non-breaching Party.
8. Export Controls. The Parties will comply with all U.S. export control laws and regulations. The information that
the Parties may wish to disclose pursuant to this Agreement may be subject to the provisions of the Export Administration
Act and the Export Administration Regulations promulgated there under, the Arms Export Control Act, and the International
Traffic in Arms Regulations, and the sanctions laws administered by the Office of Foreign Assets Control. The Parties
acknowledge that these statutes and regulations impose restrictions on import, export and transfer to third countries of
certain categories of data, and that licenses from the U.S. Department of State and/or U.S. Department of Commerce may
be required before such data can be disclosed hereunder, and that such licenses may impose further restrictions on use
and further disclosure of such data.
9. General. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of
Michigan without regard to conflict of laws provisions thereof. Neither Party shall sell, transfer, assign, sublicense, or
subcontract any right or obligation under this Agreement without the prior written consent of the other Party. This Agreement
constitutes the Parties' sole and exclusive agreement and replaces all prior agreements, understandings, promises or
representations, express or implied, oral or written, concerning the subject matter hereof. No change, consent or waiver to
this Agreement will be effective unless in writing and signed by the Party against which enforcement is sought. The failure
of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of
such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right
or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or
remedy. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision
will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and
effect and enforceable. Any notice hereunder will be effective upon receipt and shall be given in writing, in English and
delivered to the other Party at its address given herein or at such other address designated by written notice. This
Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together,
shall constitute one and the same instrument. This Agreement shall be effective upon full execution, and a signature
transmitted via facsimile, pdf or other electronic means shall be deemed to be and shall be as effective as an original
signature.
The Parties have executed this Agreement effective as of the Effective Date set forth above.
"AVL„
AVL Mobility Technologies