CORPORATE NON-DISCLOSURE AGREEMENT

This Corporate Non-Disclosure Agreement (“Agreement”) is effective as of

__________________ between Arduino AG (“Arduino”) and its affiliates, and the
company identified as the Participant below and its Affiliates (the "Participant").

THE PARTIES AGREE AS FOLLOWS:

1. Definitions.

1.1 “Affiliate” means any entity that Controls, is Controlled by, or is under
common Control with Arduino or the Participant identified below. “Control”
means direct or indirect ownership, through one or more intermediaries, of more
than 50% of an entity’s voting capital or other voting rights.

1.2 “Confidential Information” means the confidential, proprietary, and trade

secret information of the disclosing party to be disclosed by the disclosing party
under this Agreement, and comprises: (A) information in tangible form that (1)
bears a Confidentiality Legend, or (2) does not bear any Confidentiality Legend, if
the receiving party knew, or reasonably should have known under the
circumstances, that the information was confidential and had been
communicated to it in confidence, and (B) discussions about that information that
may occur before, at the same time, or after disclosure of the information.

1.3 “Confidentiality Legend” means a “confidential,” “proprietary,” “secret,” or

similar legend.

1.4 "Covered Persons" means employees, contingent workers, and professional

advisers of a party and that party’s Affiliates.

2. Obligations of Disclosing Party. The disclosing party will make reasonable

efforts to mark its Confidential Information in tangible form with a Confidentiality
Legend before disclosure. Any information described as “confidential” in any way
or form (including verbally) must be considered and treated as such, being
therefore subject to this agreement.

3. Obligations of Receiving Party. The receiving party must:

3.1 maintain the confidentiality of the Confidential Information with at least the
same degree of care that it uses to protect its own confidential and proprietary
information, but no less than a reasonable degree of care under the
circumstances;

3.2 disclose any Confidential Information only to the receiving party’s Affiliates
and Covered Persons who have a need to know and who have agreed in writing
to abide by nondisclosure terms at least as comprehensive as those in this
Agreement. Each party will be liable for breaches of this Agreement by its
Affiliates and Covered Persons;

3.3 not disclose any Confidential Information to any other third party; and

3.4 not make any copies of the Confidential Information except copies that are
necessary for the receiving party’s disclosures under Section 3.2. The receiving
party will identify any copies as originating from the disclosing party and retain
any existing Confidentiality Legends on the copies.

4. Duration of the Obligation of Confidentiality. Subject to the exceptions in

Section 5, the confidentiality obligations in this Agreement will bind the receiving
party for each disclosure for five years from the receipt of Confidential
Information.

5. Exceptions to the Obligation of Confidentiality. The receiving party will

not be liable for the disclosure of any Confidential Information that is:

5.1 generally made available publicly or to third parties by the disclosing party
without restriction on disclosure;

5.2 received without any obligation of confidentiality from a third party who
rightfully had possession of the information;
5.3 rightfully known to the receiving party without any limitation on disclosure,
before its receipt from the disclosing party;

5.4 the same as information that is independently developed by Covered Persons

of the receiving party; or

5.5 required to be disclosed under applicable laws, regulations, or court, judicial,

or government agency orders. The receiving party must give the disclosing party
reasonable notice before this disclosure, and seek a protective order, confidential
treatment, or other remedy, if available, to limit the scope of the required
disclosure.

6. Title. Title or the right to possess Confidential Information as between the

parties will remain in the disclosing party.

7. No Obligation of Disclosure; Termination. Neither party has any

obligation to disclose Confidential Information to the other under this Agreement.
Either party may terminate this Agreement at any time without cause by giving
written notice to the other party. Each party’s obligations concerning Confidential
Information disclosed during the term of this Agreement will survive any
termination as provided in Section 4. Either party may, at any time, request in
writing the return or destruction of all or part of its Confidential Information
previously disclosed, and all copies of it. The receiving party must promptly
comply with this request, and certify in writing its compliance.

8. General.

8.1 Independent Parties; No Obligation to Buy or Sell. This Agreement does not
create a joint venture, partnership, or other form of business association between
the parties, or any obligation to buy or sell products using or incorporating the
Confidential Information.

8.2 No License. In this Agreement, neither party grants to the other party any
license under any patents, copyrights, trademarks, or mask works, either
expressly, by implication, inducement, estoppel, or otherwise. Any license under
these intellectual property rights must be express and in a separate signed
writing.

8.3 No Waiver. If either party fails to enforce any provision in this Agreement,
that party reserves and does not waive the right to enforce the same provision or
any other provision of this Agreement at a later time.

8.4 Governing Law; Non-Exclusive Jurisdiction. All disputes arising out of or

related to this Agreement, including without limitation all matters connected with
its performance, will be governed by, and construed and interpreted under, the
laws of the Switzerland, without reference to conflict of laws principles. Any
disputes arising out of or related to this Agreement, including without limitation
all matters connected with its performance, may be brought in the courts of
Switzerland (city of Lugano). Each Party hereby irrevocably submits to the non-
exclusive personal jurisdiction of those courts and irrevocably waives all
objections to that jurisdiction and venue for those disputes.

8.5 Entire Agreement. This Agreement contains the complete and exclusive
agreement and understanding between the parties concerning the subject matter
of this Agreement. It supersedes all prior and contemporaneous oral or unsigned,
written agreements, understandings, or communications between the parties
relating to the same subject matter, but will not supersede any other signed,
written agreements between the parties, including without limitation non-
disclosure agreements. This Agreement may not be modified except in a writing
signed by the parties.

8.6 DISCLAIMER OF WARRANTIES: The disclosing party disclaims all warranties for
all Confidential Information disclosed under this Agreement, including without
limitation all warranties about the accuracy or utility of the Confidential
Information.

8.7 If this Agreement, or any amendment to this Agreement, is executed

electronically in lieu of traditional means of contract execution, the parties agree
that an electronic signature will be legally binding. Neither party will contest the
enforceability of this Agreement on the basis that it was executed electronically.

AGREED: Arduino AGREED: Participant

Arduino SA
Company Name Company Name

Via F. Pelli, 14
Street Address Street Address

6900 Lugano
City, State/Province, Postal Code City, State/Province, Postal Code

Switzerland
Country Country

Signature of Authorized Representative Signature of Authorized Representative

I am authorized to sign this agreement

on behalf of the company: ___ (pls. check)

Authorized Signature Authorized Signature

Francesco Fabio Domenico Violante

Printed Name Printed Name

CEO
Title Title

Date Date