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We are an equal opportunity employer and encourage diversity in our workplace. We comply with all federal, state and local laws prohibiting employment discrimination and encourage all individuals who are qualified to seek employment with our company. We consider all reasonable accommodation measures that may be necessary for qualified applicants and employees to perform essential job functions.

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Please review and accept the NONDISCLOSURE AGREEMENT.

I agree to NONDISCLOSURE AGREEMENT

<p style="color: rgb(51, 51, 51); font-family: sans-serif, Arial, Verdana, "Trebuchet MS"; font-size: 13px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; text-align: center;">NONDISCLOSURE AGREEMENT <p style="color: rgb(51, 51, 51); font-family: sans-serif, Arial, Verdana, "Trebuchet MS"; font-size: 13px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: start; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial;">This Nondisclosure Agreement (the “Agreement”) is made by and between InvenSense, Inc., a Delaware Corporation, having a place of business and receiving notice at 1745 Technology Drive, San Jose, California 95110, USA, and its Subsidiaries, Attention: Legal Department (“InvenSense”); and you as an Individual, (Recipient), and is made effective as of the last date of signature. (“Effective Date”). <table border="1" cellpadding="0" cellspacing="0" style="color: rgb(51, 51, 51); font-family: sans-serif, Arial, Verdana, "Trebuchet MS"; font-size: 13px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: start; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial; border-collapse: collapse; border: none; width: 520px;"> <tbody> <tr> <td style="width: 156px; border: 1pt solid windowtext; padding: 0in 5.4pt; vertical-align: top;"> Confidential Information: </td> <td style="width: 358px; border-top: 1pt solid windowtext; border-right: 1pt solid windowtext; border-bottom: 1pt solid windowtext; border-image: initial; border-left: none; padding: 0in 5.4pt; vertical-align: top;"> Any information disclosed by InvenSense that (a) is in writing and marked “confidential” or other similar legend; (b) is in the form of device, product, materials, samples, or benchmark results derived from Confidential Information; or (c) by its nature would reasonably be considered of a confidential nature, and Recipient, due to the context in which the information was disclosed, should have reasonably known it to be confidential. </td> </tr> <tr> <td style="width: 156px; border-right: 1pt solid windowtext; border-bottom: 1pt solid windowtext; border-left: 1pt solid windowtext; border-image: initial; border-top: none; padding: 0in 5.4pt; vertical-align: top;"> Purpose: </td> <td style="width: 358px; border-top: none; border-left: none; border-bottom: 1pt solid windowtext; border-right: 1pt solid windowtext; padding: 0in 5.4pt; vertical-align: top;"> Recipient shall use the Confidential Information solely in furtherance of InvenSense’s business interests or as part of a business relationship between the Parties, if entered (the “Purpose”). </td> </tr> <tr> <td style="width: 156px; border-right: 1pt solid windowtext; border-bottom: 1pt solid windowtext; border-left: 1pt solid windowtext; border-image: initial; border-top: none; padding: 0in 5.4pt; vertical-align: top;"> Term and Termination: </td> <td style="width: 358px; border-top: none; border-left: none; border-bottom: 1pt solid windowtext; border-right: 1pt solid windowtext; padding: 0in 5.4pt; vertical-align: top;"> This Agreement will expire three (3) years from the Effective Date. Recipient’s obligations with respect to Confidential Information under this Agreement shall not be altered by termination of this Agreement. Either party may earlier terminate this Agreement upon ten (10) days’ prior written notice to the other party </td> </tr> <tr> <td style="width: 156px; border-right: 1pt solid windowtext; border-bottom: 1pt solid windowtext; border-left: 1pt solid windowtext; border-image: initial; border-top: none; padding: 0in 5.4pt; vertical-align: top;"> Confidentiality Period: </td> <td style="width: 358px; border-top: none; border-left: none; border-bottom: 1pt solid windowtext; border-right: 1pt solid windowtext; padding: 0in 5.4pt; vertical-align: top;"> Recipient’s duty to protect Confidential Information pursuant to this Agreement expires ten (10) years after the date of termination of this Agreement, except with respect to any trade secret(s), for which such confidentiality obligations will be perpetual. </td> </tr> </tbody> </table> <ol style="padding: 0px 40px; color: rgb(51, 51, 51); font-family: sans-serif, Arial, Verdana, "Trebuchet MS"; font-size: 13px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: start; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-style: initial; text-decoration-color: initial;"> <li style="margin-bottom: 0.0001pt;">Scope of Agreement.  This Agreement governs Confidential Information disclosed during the term of this Agreement. </li> <li style="margin-bottom: 0.0001pt;">Duty of Care.  Recipient shall protect InvenSense’s Confidential Information by using the same degree of care as it would use to protect its own Confidential Information of a like nature, but in no event less than a reasonable degree of care. Recipient shall not disclose any Confidential Information disclosed hereunder to any third party. Recipient shall use the Confidential Information solely for the Purpose. Recipient shall not reverse engineer, disassemble, or decompile any products, prototypes, software, or other tangible objects that embody Confidential Information.</li> <li style="margin-bottom: 0.0001pt;">Exclusions.  This Agreement shall not apply to information that Recipient can prove (a) was in its rightful possession on or before receipt from InvenSense and that it is free of any obligation to keep it confidential; (b) is or becomes public knowledge through no action or inaction of Recipient; (c) is rightfully received by or from a third party without a duty of confidentiality; or (d) is independently developed by Recipient without use of or reference to Confidential Information as can be shown by documentary evidence. Recipient may make disclosures under the terms of a subpoena or order issued by a court of competent jurisdiction or authorized governmental agency provided that Recipient (a) asserts the privileged and confidential nature of Confidential Information against the third party seeking disclosure; (b) promptly notifies InvenSense in writing of any such requirement or order to disclose prior to the disclosure of Confidential Information; and (c) upon InvenSense’s request, cooperates with InvenSense to protect against any such disclosure and/or obtain a protective order narrowing the scope of such disclosure and/or use of Confidential Information.</li> <li style="margin-bottom: 0.0001pt;">Return or Destruction of Confidential Information.  Upon InvenSense’s written request, Recipient shall (a) cease using the Confidential Information, (b) destroy or return all Confidential Information, including, without limitation, all documents, memoranda, notes, and other tangible embodiments prepared by Recipient based on or which include InvenSense’s Confidential Information, and (c) if requested, provide written certification to InvenSense of compliance with these obligations.</li> <li style="margin-bottom: 0.0001pt;">No Other Rights.  Confidential Information disclosed by InvenSense remains at all times the property of InvenSense.  No license or other intellectual property rights are granted or conveyed to Recipient under this Agreement except the limited right to use Confidential Information for the Purpose set forth above.</li> <li style="margin-bottom: 0.0001pt;">No Warranties.  ALL CONFIDENTIAL INFORMATION AND THE RECOMMENDATIONS, IF ANY, ARE PROVIDED “AS IS” WITHOUT WARRANTY OR GUARANTEE OF ANY KIND AS TO ITS ACCURACY, COMPLETENESS, OPERABILITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTIBILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY.  INVENSENSE SHALL NOT BE LIABLE TO THE RECIPIENT FOR ANY DAMAGE, LOSS, EXPENSE, OR CLAIM OF LOSS OF ANY KIND OR CHARACTER (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE, SPECIAL, INCIDENTAL, OR RELIANCE) ARISING FROM RECIPIENT’S USE OF OR RELIANCE ON THE CONFIDENTIAL INFORMATION.</li> <li style="margin-bottom: 0.0001pt;">No Other Obligations.  This Agreement does not create any obligation by either Party to enter into any further agreements or business relationships of any kind with the other Party or with any other related entity. This Agreement shall not be construed as creating a joint venture, partnership or other formal business relationship between the Parties.</li> <li style="margin-bottom: 0.0001pt;">Export Restrictions.  Notwithstanding any other provision of this Agreement, Recipient shall not export or re-export any Confidential Information acquired under this Agreement or any product(s) using such Confidential Information to any country to which the United States government forbids export or, at the time of export, requires an export license or approval, without first obtaining such license or approval. These export requirements shall survive any expiration or termination of this Agreement.</li> <li style="margin-bottom: 0.0001pt;">Notice of Immunity. Notwithstanding any other provision of this Agreement, an individual will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (a) is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the individual’s attorney and use the trade secret information in the court proceeding so long as the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. For the purpose of this Section 9 only, individuals performing work as contractors or consultants are considered to be employees.</li> <li style="margin-bottom: 0.0001pt;">Governing Law.  This Agreement is made under and shall be construed per the laws of the State of California, excluding the conflicts of law rules thereof.  The Parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods. In respect of any matter relating to this Agreement, the Parties hereto submit to the jurisdiction of the courts of the State of California.</li> <li style="margin-bottom: 0.0001pt;">Equitable Remedies.  Recipient acknowledges that its breach of this Agreement may cause immediate and irreparable damage to InvenSense for which there may be no adequate remedy at law, and hereby agrees that InvenSense shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.</li> <li>General Provisions.  Recipient may not assign this Agreement without the prior written consent of InvenSense, and any assignment in violation of this Agreement shall be void. The failure of any Party to require performance of any provision of this Agreement shall in no way affect its right to require such performance at any time thereafter.  This Agreement may be executed by electronic signature. The Parties do not intend that any agency or partnership relationship be created between them by this Agreement. In the event that any provision of this Agreement becomes or is declared illegal by any court of competent jurisdiction, or becomes otherwise unenforceable, such provision shall be deemed deleted from this Agreement and the remainder of this Agreement shall remain in full force and effect.  The provisions of this Agreement that by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration.  This Agreement sets forth the entire agreement and understanding between the Parties concerning its subject matter; notwithstanding the foregoing, this Agreement shall not supersede any existing nondisclosure or confidentiality agreement between the parties which contains terms more restrictive than those herein. No waiver or modification of any provision of this Agreement shall be binding unless made in writing and signed by an authorized representative of each Party.</li> </ol>

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