Ref: HomeGrower Self-Service Cannabis Cultivation and Storage Facility

THIS AGREEMENT is entered into as of the Effective Date set forth below and is for the professional association and/or financial arrangement of Non-Disclosure, Non-Circumvention and Confidentiality by and between HomeGrower, Inc. 1629 K Street NW, Suite 300 Washington, DC 20006 and (Full Name, Company and Address), the undersigned Participants (hereinafter called the “The Parties”).

The Parties hereby agree to respect the integrity and tangible value of this Agreement between them. It is understood and agreed to that the parties to this Agreement would each like to provide the other with certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:

Because of this Agreement, the Parties involved in this transaction may learn from one another, or from principals, the names and telephone numbers of investors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals and/or trusts, clients, companies, publishers, writers, recording master owners, and/or individual and institutional buyers and sellers (hereinafter called “Contacts”). The Parties hereby acknowledge, accept and agree that the identities of the Contacts will be recognized by the other Party as exclusive and valuable Contacts of the introducing Party and will remain so for the duration of this Agreement.
(a) The Parties agree to keep confidential the names of any Contacts introduced or revealed to the other party, and that their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate in any transactions with any of the Contacts without first entering a written agreement with the Party who provided such Contact unless that Party gives prior written permission. Such confidentiality will include any names, addresses, telephone, telex, facsimile numbers, and/or other pertinent

information disclosed or revealed to either Party.

(b) The Parties agree not to disclose, reveal or make use of any information during discussion or observation regarding methods, concepts, ideas, product/services, or proposed new products or services, nor to do business with any of the revealed Contacts without the written consent of the introducing Party or Parties.

The confidential information to be disclosed under this Agreement (“Confidential Information”) can be described as and includes:
(a) Technical, creative and business information relating to proprietary ideas,

Copyrightable information and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

(b) In addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is

(i) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or

(ii) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.

The Parties shall use the Contacts and Confidential Information only for evaluating the potential business, employment and/or investment relationships discussed between the Parties.
The Parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent. The Parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.
This Agreement imposes no obligation upon the Parties with respect to any Contacts and Confidential Information
(a) that was possessed before receipt;

(b) is or becomes a matter of public knowledge through no fault of receiving

Party;

(c) is rightfully received from a third party not owing a duty of confidentiality;

(d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or

(e) is independently developed.

The Parties warrant that they have the right to make the disclosures under this
Agreement.

This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either Party any rights, license or authority in or to the information exchanged, except the limited right to use Contacts and/or Confidential Information specified in paragraphs 1, 2 and 3. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
The Parties agree that due to the many variables surrounding each Business/ Financial
Transaction that may occur because of this Agreement, the commission to be paid an/ or the fee structure between the Parties can vary. A separate fee/ commission agreement will outline compensation for each Business/ Financial Transaction. The fee or commission agreement must be drafted and acknowledged by signature before all Business/ Financial Transactions.

Neither Party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other Party. Furthermore, both Parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either Party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
Neither Party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either Party’s decision to use or rely on any information exchanged under this Agreement.
In case of circumvention, the Parties agree and guarantee that they will pay a legal monetary penalty that is equal to the commission or fee the circumvented Party should have realized in such transactions, by the person(s) engaged on the circumvention for each occurrence. If either Party commences legal proceedings to interpret or enforce the terms of this Agreement, the prevailing Party will be entitled to recover court costs and reasonable attorney fees.
This Agreement is a perpetuating guarantee for two (2) years from the date of execution and is to be applied to all transactions present and future, of the introducing Party, including subsequent follow-up, repeat, extended, renegotiated, and new transactions regardless of the success of the project.
This Agreement states the entire agreement between the Parties concerning the disclosure of Contacts and Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both Parties. This Agreement is made under and shall be construed according to the laws of the State of Maryland. If this Agreement is breached, all disputes must be settled in a court of competent jurisdiction in the State of Maryland. If any provision of this agreement is
found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

This Agreement contains the entire understanding between the Parties and any waiver, amendment or modification to this Agreement will be subject to the above conditions and must be attached hereto.
Upon execution of this Agreement by signature below, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this Agreement.
A facsimile and/or electronic signed copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall constitute a legal and binding instrument.
By setting forth my hand below, I warrant that I have complete authority to enter into this Agreement.

 

Bobby McLeod, President/CEO             

HomeGrower, Inc.

1629 K Street, NW Suite 300
Washington, DC 20006
www.HomeGrower.net

(202) 349-1672
customerservice@homegrower.net