acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole and
exclusive property of Geron and its assigns.
f)Return of Geron Property. All documents, records, apparatus, equipment and other physical
property, whether or not pertaining to Proprietary Information furnished to Consultant by Geron or produced by
Consultant or others in connection with the Services shall be and remain the sole property of Geron (hereinafter,
“Company Property”). Consultant shall return to Geron all such materials and property, as and when requested
by Geron. Even if Geron does not so request, upon termination of Consultant’s consulting relationship with Geron
for any reason, Consultant shall return all such Company Property, together with all copies thereof, and any other
material containing or disclosing any Developments, Third-Party Information or Proprietary Information and certify
in writing that Consultant has fully complied with the foregoing obligation. Consultant agrees that Consultant will
not copy, delete, or alter any information contained upon any Company Property before Consultant returns it to
Geron. In addition, if Consultant has used any personal computer, server, or e-mail system to receive, store, review,
prepare or transmit any company information, including but not limited to, Proprietary Information, Consultant
agrees to provide Geron with a computer-useable copy of all such Proprietary Information and then permanently
delete and expunge such Proprietary Information from those systems; and Consultant agrees to provide Geron
access to his system as reasonably requested to verify that the necessary copying and/or deletion is completed.
Consultant further agrees that any property situated on Geron’s premises and owned by Geron is subject to
inspection by Geron’s personnel at any time with or without further notice. Consultant will not take with any such
material or property or any reproduction thereof upon such termination.
Data Privacy and Security.
a)Personal Data. In connection with this Agreement, Consultant will be required to provide Geron
with certain personal information, including but not limited to Consultant’s name, contact information, financial
account information and professional qualifications (“Consultant Information”). Consultant agrees that Geron
may collect, use and share Consultant Information for purposes of managing the relationship with Consultant;
managing Geron's business operations; complying with Geron policies and legal obligations; protecting Geron's
rights and, in general, enabling the operations of Geron. Consultant understands and agrees that Consultant
Information may be Processed in countries where data protection rules may be different from those of the country
where Consultant Information originates. Consultant Information will be kept for the period necessary to fulfill
the above-listed purposes, unless a longer retention period is required or permitted by law. If, for the performance
of Services under this Agreement, Consultant Processes the Personal Information (as defined below) of Geron's
employees or of non-employees, Consultant agrees to hold all such Personal Information in confidence and not
disclose it to any person or entity other than as contemplated by this Agreement or as required by law. Consultant
agrees to promptly notify Geron at privacy@geron.com of any loss of, inadvertent disclosure of, unauthorized
access to or acquisition of or misuse of such Personal Information or any media containing such Personal
Information. For purposes of this Agreement: (i) “Personal Information” means any information that alone or in
combination with other information, can be used to identify, describe, locate or contact an individual, and (ii)
“Process” means any access, receipt, viewing, use, transfer, retrieval, transaction with, analysis of or other
handling of Personal Information by any means, or the ability to do any of the foregoing.
b)Security Measures. To protect the confidentiality and security of Geron Proprietary Information
provided to Consultant under this Agreement, Consultant agrees to:
i.Access, store and process Geron Proprietary Information on a device that is private to Consultant
(i.e., not a shared or public device);
ii.Follow strong password protection practices and do not share passwords that would enable a user
to access Geron Proprietary Information or Geron-related email;
iii.Employ an industry-standard firewall and antivirus software;