Exhibit
10.4




 


Confidentiality
and Proprietary Rights Agreement


 


THIS CONFIDENTIALITY
AND PROPRIETARY RIGHTS AGREEMENT (the "Agreement") is made as of the 1st day of December, 2016.


 


BETWEEN:


 


_________________, an officer
and director of the Company (as defined below),


 


(hereinafter referred to as the
"Recipient"),


 


- and -


 


COORDINATES COLLECTION, INC..,
a corporation incorporated under the laws of Delaware,


 


(hereinafter referred to as the
"Company", and collectively with the Recipient, the "Parties" and each a "Party")


 


WHEREAS:


 


		A.	The relationship between the Company and Recipient is one of mutual trust and reliance and the
Recipient has agreed to enter into this Agreement;



 


		B.	The Company has disclosed or will disclose to Recipient extremely valuable Confidential Information,
the public disclosure of which would be highly detrimental to the best interests of the Company;



 


		C.	Recipient acknowledges that the preservation of the confidentiality of the Confidential Information
of the Company is essential for the protection of the business of the Company;



 


		D.	Recipient and the Company have agreed that the Company will own all Intellectual Property Rights
in Intellectual Property developed by Recipient for the Company; and



 


		E.	Recipient and the Company have agreed to enter into this Agreement, among other things, to confirm
the Company's ownership of Intellectual Property developed by Recipient for the Company and to maintain the confidentiality of
the Confidential Information of the Company;



 


NOW THEREFORE, THIS
AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged) the Parties agree as follows:


 


		1.	Definitions



 


"Confidential Information"
means information, whether or not created by the Recipient, that relates to the business or affairs of the Company, its employees,
customers or suppliers and is confidential or proprietary to, about or created by the Company, its employees, customers or suppliers
and includes, without limitation, the following types of information and other information of a similar nature (whether or not
reduced to writing or designated or marked as confidential):


 




    	 	 	 



     


    

 


		(a)	work product resulting from or related to work or projects performed or to be performed by the
Company for its clients or customers, including but not limited to, the interim and final lines of inquiry, hypotheses, research
and conclusions related thereto and the methods, processes, procedures, analysis, techniques and audits used in connection therewith;



 


		(b)	computer software of any type or form and in any stage of actual or anticipated development, including
but not limited to, programs, routines, procedures, algorithms, branding and marketing concepts, prototypes, product specifications
and formulas, diagrams, presentations, design concepts, design specifications (design notes, annotations, documentation, flowcharts,
and the like), source code, programming and system designs;



 


		(c)	information relating to Developments prior to any public disclosure thereof, including but not
limited to, the nature of the Developments, data and test results, the status and details of research and development of products
and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights
and trade secrets);



 


		(d)	information about internal personnel of the Company and financial information, vendor names and
other vendor information, purchasing and internal cost information, internal service and operational manuals, strategic business
plans and the manner and method of conducting the business of the Company;



 


		(e)	marketing and development plans, price and cost data, price and fee amounts, pricing and billing
policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes,
and future plans and potential strategies of the Company that have been or are being discussed; and



 


		(f)	contracts and their contents, customer services, data provided by customers and the type, quantity
and specifications of products and services purchased, leased, licensed or received by customers of the Company;



 


but Confidential Information
does not include:


 


		(g)	information publicly known or received by the Recipient from a third party unrelated to the Company
without a breach of this obligation of confidentiality, in each case without breach of this Agreement or similar agreements to
which the Recipient is a party; and



 


		(h)	information that was in the Recipient's possession prior to the disclosure of such information
by the Company;



 


"Developments"
means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable)
and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how
and trade secrets), and all records and copies of records relating to the foregoing, that:


 




    	 	 	 



     


    

 


		(a)	result or derive from the Recipient's involvement with the Company or from the Recipient's knowledge
or use of Confidential Information or Intellectual Property of the Company;



 


		(b)	result from or derive from the use or application of the resources of the Company; or



 


		(c)	relate to the business operations of or actual or demonstrably anticipated research and development
by the Company.



 


"Intellectual
Property" means: 


 


		(d)	patents, inventions, applications for patents and reissues, divisions, continuations, renewals,
extensions and continuations-in-part of patents or patent applications;



 


		(e)	proprietary and non-public business information, including inventions, developments, trade secrets,
know-how, methods, processes, designs, technology, technical data, schematics, formulae and client lists, and documentation relating
to any of the foregoing;



 


		(f)	works of authorship, copyrights, copyright registrations and applications for copyright registration;



 


		(g)	designs, design registrations and design registration applications;



 


		(h)	trade names, business names, corporate names, domain names, website names and world wide web addresses,
common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with
any of the foregoing;



 


		(i)	computer software and programs (both source code and object code form), all proprietary rights
in the computer software and programs and all documentation and other materials related to the computer software and programs;
and



 


		(j)	any other intellectual property and industrial property and moral rights, title and interest therein,
anywhere in the world and whether registered or unregistered or protected or protectable under intellectual property laws



 


"Personal
Information" means:


 


		(k)	personal information collected in the course of commercial activities; and



 


		(l)	information about yourself that you may provide to the Company during your period of involvement
with the Company in order to facilitate the management and administration of the Company-Recipient relationship, including, as
example only and without limitation, home address, qualifications and experience, your bank account information for compensation
deposits, and information about you provided by others such as your remuneration, email address, performance reviews.



 




    	 	 	 



     


    

 


		2.	Confidential Information



 


		(a)	Protection of Confidential Information. All Confidential Information whether it is created,
developed or contributed to by the Recipient during his period of involvement with the Company or by others employed or engaged
by or associated with the Company, is the exclusive and confidential property of the Company or its customers, as the case may
be, and will at all times be regarded, treated and protected that way, as provided in this Agreement.



 


		(b)	Covenants Respecting Confidential Information. In light of the position held by the Recipient
and as a consequence of the acquisition of Confidential Information, the Recipient will occupy a position of trust and confidence
with respect to the affairs and business of the Company and its customers. In view of the foregoing, it is reasonable and necessary
for the Recipient to make the following covenants regarding the Recipient's conduct during and subsequent to the Recipient's involvement
with the Company:



 


		(i)	Non-Disclosure. At all times during and subsequent to the Recipient's involvement with the
Company, the Recipient will not disclose Confidential Information to any person or entity (other than as reasonably necessary in
carrying out the Recipient's duties on behalf of the Company) without first obtaining the Company's written consent, and the Recipient
will take all necessary precautions to prevent inadvertent disclosure of any Confidential Information. This prohibition includes,
but is not limited to, disclosing or confirming the fact that any similarity exists between the Confidential Information and any
other information.



 


		(ii)	Using, Copying, etc. At all times during and subsequent to the Recipient's involvement with
the Company, the Recipient will not use, copy, transfer or destroy any Confidential Information (other than as necessary in carrying
out the Recipient's duties on behalf of the Company) without first obtaining the Company's written consent, and the Recipient will
take all necessary precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This
prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services
which embody or are derived from Confidential Information.



 


		(iii)	Return of Confidential Information. On or before the termination of the Recipient's involvement
with the Company for any reason, or of receipt by the Recipient of the Company's written request, the Recipient will promptly deliver
to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information
that is embodied in any physical or ephemeral form, whether in hard copy or on magnetic media, and that is within the Recipient's
possession or under the Recipient's control.



 


		(iv)	Ordered Disclosure. If Recipient is ordered to disclose any Confidential Information, whether
by law, regulation, governmental authority or by way of any legal or regulatory proceeding or otherwise, Recipient shall provide
the Company with immediate written notice of such request or order prior to any disclosure so that the Company may seek to prevent
disclosure or, if that cannot be achieved, the entry of a protective order or other appropriate protective device or procedure
in order to assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure,
the Recipient shall disclose only that portion of the Confidential Information that Recipient is ordered and legally obligated
to disclose.



 




    	 	 	 



     


    

 


		(c)	Obligations Continue. The Recipient's obligations under this Section 2 are to remain in
effect in perpetuity and will exist and continue in full force and effect until the information is no longer confidential through
no breach of this Agreement by the Recipient notwithstanding any breach or repudiation or any alleged breach or repudiation of
this Agreement by the Company.



 


		3.	Intellectual Property



 


		(a)	Ownership. All Intellectual Property of the Company and all Developments will be the exclusive
property of the Company from the moment of inception and the Company will have sole discretion to deal with all Developments and
all of its Intellectual Property.



 


		(b)	Assignment. The Recipient shall,
and does hereby agree to, assign, transfer and convey to the Company all right, title and interest to all Intellectual Property
of the Company and all Developments, including all copyrights therein.



 


		(c)	Records. The Recipient will keep complete, accurate and reasonable notes, reference materials,
data and records of all Developments in the manner and form requested by the Company of the Recipient or of its employees, agents
or contractors generally, and agrees to immediately disclose such Developments to the Company. All these materials will be Confidential
Information upon their creation.



 


		(d)	Moral Rights. The Recipient hereby irrevocably waives all moral rights arising under the
any applicable legislation, or at common law, that the Recipient may have now or in the future with respect to the Intellectual
Property of the Company and any Developments, including, without limitation, any rights the Recipient may have to have the Recipient's
name associated with the Developments or to have the Recipient's name not associated with the Developments, any rights the Recipient
may have to prevent the alteration, translation or destruction of the Developments, and any rights the Recipient may have to control
the use of the Developments in association with any product, service, cause or institution. The Recipient agrees that this waiver
may be invoked by the Company, and by any of its authorized agents or assignees, in respect of any of the Developments.



 


		(e)	Further Assurances. The Recipient will do all further things that may be reasonably necessary
or desirable in order to give full effect to the foregoing. If the Recipient's co-operation is required in order for the Company
to obtain or enforce legal protection of the Company's Intellectual Property and the Developments following the termination of
the Recipient's involvement with the Company.



 




    	 	 	 



     


    

 


		4.	No Conflicting Obligations



 


The Recipient warrants to the
Company that:


 


		(a)	the performance of the Recipient's duties with the Company will not breach any agreement to which
the Recipient is a party or other obligation of the Recipient to keep confidential the proprietary information of any third party;
and



 


		(b)	the Recipient is not bound by any agreement with or obligation to any third party that conflicts
with the Recipient's obligations to the Company or that may affect the Company's interest in the Developments.



 


The Recipient will not, in the
performance of his or her duties with the Company:


 


		(c)	improperly bring to the Company or use any trade secrets, confidential information or other proprietary
information of any third party; or



 


		(d)	knowingly infringe the Intellectual Property rights of any third party.



 


Recipient will
fully hold harmless and indemnify the Company should the Company be damaged in any way by a breach of these warrants and representations
made by Recipient.


 


		5.	Personal Information and Business Transactions



 


From time to
time, the Company may enter into business transactions, such as the purchase, sale, lease, merger, amalgamation, public offering or
any other type of acquisition, disposition of, or financing of, or the taking or granting of a security interest in, all or
a portion of, any business, activity or asset of the Company or another organization (a "business transaction").
In the context of the negotiation, review or completion of a business transaction, the Company may collect, use or disclose the
Personal Information of its officers, directors, employees, agents and independent contractors. To the extent that your consent
is required under applicable privacy laws, if any, for the Company to use your Personal Information for purposes of a business
transaction, you hereby consent to the Company collecting, using and disclosing your Personal Information.


 


		6.	Federal Defend Trade Secrets Act



 


This Agreement
is governed by and construed in accordance with the federal Defend Trade Secrets Act, 18 U.S.C. 1836, et seq. The Company
notifies Recipient, consistent with 18 U.S.C. 1833(b)(3)(A), that: (a) an individual shall not be held criminally or civilly liable
under any federal or state trade secret law for the disclosure of a trade secret made (i) in confidence to a federal, state or
local government official, either directly or indirectly, or to a lawyer, and solely for the purpose of reporting or investigating
a suspected violation of law; or (ii) in a complaint filed under seal or other document filed under seal in a lawsuit or other
proceeding; or (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law
may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if
the individual (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except
pursuant to court order.


 




    	 	 	 



     


    

 


		7.	Warranties, Covenants and Remedies



 


		(a)	The obligations of the Recipient as set forth in this Agreement will be deemed to have commenced
as of the date on which the Recipient was first involved with the Company. The Recipient warrants that the Recipient has not, to
date, breached any of the obligations set forth in any of those Sections. Any breach of those sections by the Recipient will constitute
a material breach for immediate termination of the Recipient's involvement with the Company by the Company.



 


		(b)	In addition to the foregoing, the Recipient warrants to the Company that: (a) the performance
of the Recipient's duties with the Company will not breach any agreements or other obligations with any third party; and (b) the
Recipient is not bound by any valid agreement with or obligation to any third party that conflicts with the Recipient's obligations
to the Company.



 


		(c)	The Recipient understands that the Company has expended significant financial resources in developing
its products, services, Intellectual Property and Confidential Information. Accordingly, a breach by the Recipient of this Agreement
could result in unfair competition with the Company and could result in the Company and its shareholders suffering irreparable
harm that is not capable of being calculated and that cannot be fully or adequately compensated by the recovery of damages alone.
Accordingly, the Recipient agrees that the Company will be entitled to interim and permanent injunctive relief, specific performance
and other equitable remedies, in addition to any other relief to which the Company may become entitled. Further, Recipient agrees
that the Company shall not be required to post any bond or prove special damages. Nothing contained in this Agreement shall, however,
be construed as a waiver by the Company of any other right, including, without limitation, the Company’s right to monetary
damages.



 


		(d)	The Recipient's obligations under this Agreement are to remain in effect in accordance with each
of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation,
of this Agreement or the Recipient's involvement with the Company.



 


		8.	General 



 


		(a)	Governing Law. This Agreement, the rights and obligations of the Parties under this Agreement,
and any claim or controversy directly or indirectly based upon or arising out of this Agreement (whether based on contract, tort,
or any other theory), including all matters of construction, validity and performance, shall in all respects be governed by, and
interpreted, construed and determined in accordance with, the laws of the State of California applicable therein. Each of the Parties
hereby irrevocably attorns to the exclusive jurisdiction and venue of the courts of State of California for the resolution of any
such disputes arising under this Agreement.



 


		(b)	Lawyers’ Fees. If any party prevails on a claim brought pursuant to this Agreement,
the prevailing party’s lawyer fees and costs shall be paid by the other party.



 




    	 	 	 



     


    

 


		(c)	Amendments. No modification, amendment or waiver of any of the provisions of this Agreement
shall be effective unless made with the prior written consent of the Parties.



 


		(d)	Assignments. Recipient hereby consents to the assignment, without additional notice, of
Recipient’s obligations under this Agreement to any of the Company’s subsidiaries or affiliates or any successor to
the Company or any of its subsidiaries or affiliates. Recipient may not assign any of Recipient’s rights or obligations under
this Agreement.



 


		(e)	Headings. The headings used in this Agreement have been inserted for convenience and do
not constitute matters to be construed or interpreted in connection with this Agreement. Unless the context of this Agreement otherwise
requires; (a) words of any gender will be deemed to include each other gender; (b) words using the singular or plural number will
also include the plural or singular number, respectively; (c) the terms hereof, herein, hereby, and derivative or similar words
will refer to this entire Agreement; (d) the conjunctions “or” will denote any one or more, or any combination or all,
of the specified items or matters involved in the respective list; and (e) the word “including”, “included”
and “include” shall be deemed to be followed by the phrase “without limitation”, wherever used in this
Agreement.



 


		(f)	Severability. Each of the provisions contained in this Agreement is distinct and severable
and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction
shall not affect the validity or enforceability of any other provision hereof.



 


		(g)	Counterparts. This Agreement may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this
Agreement by facsimile, including, without limitation, by facsimile transmission or by electronic delivery in portable document
format (".pdf") or tagged image file format (".tiff"), shall be equally effective as delivery
of a manually executed original counterpart thereof. The Parties acknowledge and agree that in any legal proceedings between them
respecting or in any way relating to this Agreement, each waives the right to raise any defence based on its execution hereof in
counterparts or the delivery of such executed counterparts by facsimile or electronic delivery, as applicable.



 


		(h)	Independent Legal Advice. Each of the Parties acknowledges that they: (a) have been advised
by the other Parties to seek independent legal advice; (b) have sought such independent legal advice or deliberately decided not
to do so; (c) understand their rights and obligations under this Agreement; and (d) are executing this Agreement voluntarily.



 


[Signature Page Follows]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF the Parties have
executed this Agreement as of the date first written above.


 


	 	COORDINATES COLLECTION, INC.
	 	 	 
	 	By:   	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Date


 





	SIGNED, SEALED AND DELIVERED	I have read, understand and agree to these terms and conditions.




 


	 	 
	 	Name: 	 	 
	 	 
	 	 
	 	Date


 


[SIGNATURE PAGE TO CONFIDENTIALITY AND
PROPRIETARY RIGHTS AGREEMENT]