1.     In consideration for receiving the opportunity to test (the “Test”) the prototype monitoring product (the “Product”) produced by Owlet Baby Care, Inc., a Delaware corporation (“Owlet”), I, for myself, and on behalf of my family, estate, heirs, executors, trustees, personal representatives, successors and assigns, hereby release, waive, discharge and covenant not to sue Owlet, its members, officers, stockholders, agents and employees (hereinafter referred to as “Releasees”) from any and all liability, costs or expenses, claims, demands, actions and causes of action whatsoever for any loss, damage or injury, including death, that may be sustained by me, my spouse, child/children, or to any persons or property belonging to me or under my care, custody or control, arising out of or relating to my participation in the Test, or while in any way engaged with activities related to the Test, wherever, whenever, or however the same may occur, regardless of who is at fault and including as a result of the negligence or fault of any of the Releasees. IF I AM A CALIFORNIA RESIDENT, I WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

2.     I acknowledge and understand that the Product is a prototype version that may contain defects operational issues and/or problems and that the Product is not expected to function fully or flawlessly during the Test.

3.     I understand and agree that Owlet shall have the right to use, in any manner and for any purpose, any information, including health information, gained as a result of my Test of the Product, consistent with Owlet’s Privacy Policy, located at https://owletcare.com/pages/privacy. Such information shall include but not be limited to heart rate and oxygen level. Owlet shall have the right to use, at its sole discretion, all such information for Owlet’s business purposes, including but not limited to using such information for Product improvements, data gathering, and updates to underlying computer programs and software. I further agree that any feedback, suggestions, ideas or other information provided to Owlet as part of the Test (“Feedback”) will become the exclusive property of Owlet and that I will not be compensated in any way for providing Feedback, and will not retain any rights to Feedback. I hereby assign any interest I may have in and to any such Feedback.

4.     I acknowledge and understand that there are risks and hazards connected with participating in the testing of a prototype product. For example, sensors may cause irritation to the skin, and there may be other risks and hazards since this is a prototype product. However, I hereby elect to voluntarily participate in the Test, even though participation in the Test may be inherently, or may become during  the course of the Test, hazardous to me or my child’s/children’s health. I knowingly and voluntarily assume all such risks, both known and unknown, even if arising from the negligence of the Releasees, and assume full responsibility for my or my child’s/children’s participation in the Test. I agree to use the utmost caution and care to avoid injury or damage to myself and others. I further agree that prior to participating in the Test, I will inspect the Product to be used, and if I believe anything is unsafe, I will immediately cease to participate and will inform Owlet.

5.     I further agree to indemnify, save and hold harmless the Releasees and each of them, from any and all losses, liabilities, damages or costs they may incur due to my participation in the Test, whether caused by the negligence of any or all of the Releasees, or otherwise, and to reimburse the Released Parties for any costs and expenses, including, without limitation, attorneys’ fees, incurred in defending such actions.

6.     It is my express intent that this Release shall bind me, all members of my family, my heirs, assigns and personal representative and shall be deemed as a release, waiver, discharge and covenant not to sue the Releasees.

7.     I understand and agree that this agreement, and all disputes arising out of or related hereto or in any way concerning the Test, shall be governed by and construed under the laws of the State of Utah, United States of America, without reference to conflict of laws principles. All such disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. In any dispute related to the subject matter of this agreement, the prevailing party in such dispute shall have the right to collect reasonable attorney’s fees and court costs from the other party. 

In signing this release, I acknowledge and represent that:

A.     I am at least eighteen (18) years of age and fully competent to sign this agreement.

B.     Parent/Legal Guardian if participant is under eighteen (18) years of age: I am the parent or legal guardian of the minor(s) participating in the Test. I am of legal age and am freely signing this agreement on behalf of the minor(s) participating in the Test, and intend my signature to be a complete and unconditional release of liability to the greatest extent allowed by law. I understand that I am responsible for determining whether participation in the Test is advisable for my child/children and I am responsible for my child’s/children’s behavior and actions while participating in the Test. I have read this agreement and understand that by signing it, I am giving up legal rights and remedies on behalf of myself and my child/children. By my signature below, I represent and warrant to the Releasees that I are the parent or legal guardian of the minor(s) participating in the Test and the minor(s) has/have your permission to execute this agreement. I acknowledge and confirm my knowledge of the minor(s)’s rights to disaffirm contracts under Cal. Fam. Code § 6710 (1994).  ON BEHALF OF THE MINOR(S) AND MYSELF, I HAVE SIGNED THIS EVENT AGREEMENT, AND I HEREBY AGREE TO AND GUARANTEE MINOR(S)’S PERFORMANCE OF AND COMPLIANCE WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

C.      No oral representation, statements or inducements, apart from the foregoing written agreement, have been made; and

D.      I HAVE READ THE FOREGOING RELEASE, UNDERSTAND IT, AND SIGN IT VOLUNTARILY OF OWN FREE WILL.

In witness whereof, I have signed this waiver this           day of                                    , 20         

 

Participant (or Parental Guardian if under 18 years old)

 

Signature:                                                                     

 

Name Printed:                                                                                

I, the undersigned, hereby authorize Owlet Baby Care, Inc. and its respective designees (“Owlet”) to record my voice, image, photograph, and likeness and grant Owlet and its respective designees permission to use my voice, image, photograph, and likeness in any media now or hereafter existing for any lawful purpose, including, but not limited to research, education, marketing, social media, product development and design purposes as may be deemed appropriate by Owlet without payment, attribution, approval, or any other compensation.

 

I understand that I, or my child (name: _____________________________), may be identifiable from such photographic or electronic reproduction.

 

I am signing this form as an individual; or

 

I am signing as authorized representative for a group called:  ________________________

 

Agreed and accepted by:

 

Name:                                                                                              

Email:                                                                                                

Home Address:                

City, State, Zip:                                                                                                      

Phone:

 

Signature of participant if over 18 years old or signature of legal guardian.

 

Signature:                                                                                            

  

Date:                                                                                                   

 

THIS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made and entered into by and between Owlet Baby Care, Inc. (the “Disclosing Party”) and the Interested Party (as defined in the signature block below) (collectively the “Parties” and individually, a “Party”).

 

1. Purpose.
The Interested Party and the Disclosing Party desire to enter into confidential discussions regarding the testing and evaluation of the Disclosing Party’s products, the design and development of other business products, or certain other business transactions by or between them. 

 

2. Information Defined.
As used in this Agreement, “Information” shall mean all information or documentation, tangible or intangible, in whatever form or medium provided, whether marked as being confidential or not, including, but not limited to, (a) the existence of this Agreement and the fact of discussions between the parties, all technical and non-technical information, audited and unaudited financial statements, tax returns, software, current contracts or business plans, future business possibilities, customer or client lists, business strategies, business systems, employee or personnel information, and any other information regarding the operation of Disclosing Party's business that has been or that will in the future be disclosed or made available by Disclosing Party to Interested  Party, or that is discovered by Interested Party as a result of any discussions or negotiations with Disclosing Party; and (b) all information generated by the Interested Party or by any client or customer of Disclosing Party which is in possession of the Disclosing Party that contains, reflects, or is derived from the Information furnished or disclosed by the Disclosing Party. Although the Disclosing Party intends that the Information disclosed to the Interested Party will be true and accurate, neither the Disclosing Party nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information, nor any concession as to the validity of any agreement or alleged agreement between Disclosing Party. The following information shall not be subject to the confidentiality restrictions set forth in this Agreement: (i) Information which the Interested Party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the Disclosing Party or from a third party under a continuing obligation of confidence to the Disclosing Party; (ii) Information that was publicly known and made generally available  before disclosure or became public known after disclosure through no action or inaction of the Interested Party; and (iii) Information developed by the Interested Party independently from any Information received from the Disclosing Party. If the Interested Party receives a third party request or subpoena for the Disclosing Party’s Information as part of civil litigation, the Interested Party will notify the Disclosing Party of such request (unless prohibited by law, regulation, federal authority or court order) so that the Disclosing Party may object or seek an appropriate protective order.

 

3. Covenant and Obligation of Interested Party as to Confidentiality and Non-Use.
The Interested Party agrees that it will keep the Information confidential and that the Information will not, without the prior written consent of the Disclosing Party, be disclosed by the Interested Party in any manner whatsoever, in whole or in part, and shall not be used by the Interested Party other than for the purpose of evaluating the Transaction, provided, however, that nothing in this Agreement shall prohibit Interested Party from disclosing Information to its legal counsel subject to the terms of this Agreement.

4. Discussions Confidential.
Without the prior written consent of the Disclosing Party, the Interested Party shall not disclose to any person the fact that the Interested Party has received any of the Information or that discussions are taking place concerning a Transaction, including the status thereof.

 

5. Return of Information.
The Interested Party agrees that, at the conclusion of its review of the Information, or within a reasonable time following Disclosing Party’s request, all copies of the Information in any form whatsoever (including but not limited to any reports, memoranda, and/or other materials prepared by or at the direction of the Interested Party or its Representatives with respect to the Disclosing Party) will be destroyed or delivered to the Disclosing Party and that neither the Interested Party nor its counsel shall retain any Information.

 

6. Enforcement.
The Interested Party acknowledges and agrees that, in the event of any breach of this Agreement, the Disclosing Party would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled in law or equity, the Disclosing Party shall be entitled to seek an injunction or injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement.

7. No Waiver.
No failure or delay by the Disclosing Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.

8. Survival.
The covenants and obligations of the Interested Party set forth in this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Interested Party, its successors and assigns for five (5) years following the date of the last of any disclosures under this Agreement to the Interested Party.

9. Governing Law; Legal Action.
This Agreement shall be construed and enforced in accordance with the laws of the State of Utah applicable to contracts between residents of the State of Utah that are to be performed wholly within such state, without giving effect to the law of any other jurisdiction which would result in the law of any state other than Utah governing this Agreement. The Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought exclusively in a state or federal court sitting in Salt Lake County, Utah, USA and each of the Parties consents to the jurisdiction of such courts and agrees not to contest the venue thereof or claim that such forum is not convenient.

 

10. Entire Agreement; Amendments.
This Agreement constitutes the entire agreement between Disclosing Party and Interested Party with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements between such parties with respect to the subject matter hereof. This Agreement may be modified or waived only by a separate writing by the Disclosing Party and by the Interested Party expressly so modifying or waiving such agreement.

 

11. Multiple Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall be deemed to be a single instrument. This Agreement shall be deemed to be executed upon receipt of all signatures via facsimile or email.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date indicated below.

 

OWLET BABY CARE, INC. (DISCLOSING                      INTERESTED PARTY: _______________________

 

By: _________________________________                         By: ____________________________________

 

Name: ______________________________                          Name: _________________________________

 

Title: _______________________________                          Title: __________________________________

 

Date: _______________________________                          Date: __________________________________