NON-DISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT ("Agreement") is made and entered into as an agreement between TruHoodEnt.Com, and (Your Name) ________________________  (Your Email)_____________________________ and ("MEMBER"), each being referred to individually as a "Party," and collectively as the "Parties" throughout this Agreement. involving the material exchange of confidential information and shall be effective July 31, 2022.

          Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information including, without limitation, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies, and information, which to the extent previously, presently, or subsequently disclosed to the Receiving Party, is hereinafter referred to as "Proprietary Information" of the Disclosing Party. All Proprietary Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party's confidential or proprietary information (or with an equivalent legend) at the time of disclosure if disclosed in tangible form, or (b) identified as Proprietary Information at the time of disclosure. Notwithstanding the failure of the Disclosing Party to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidentialor proprietary, shall be deemed to be Proprietary Information.

         Purpose. (Your Name:) __________  wishes to retain MEMBER for the purpose of working and/or traveling with TruHood to assist MP and/or provide various services as required by MP ("MP - Member Relationship" The Parties wish to outline the terms and conditions under which MEMBER shall maintain the confidentiality of all Confidential Information obtained or provided during the MP-Member Relationship (*Purpose")

         In consideration of the parties' discussions and access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Parties as a result of this agreement as follows:

         1. The Receiving Party agrees (i) to hold the Disclosing Party's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials, (ii) not to divulge any such Proprietary Information or any information derived from that place to any third person, (iii) not to make any use of such Proprietary Information, except for the below stated purpose, and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.

        2. The Receiving Party agrees that the Proprietary Information shall not be used except for the following purpose:

Better Than Good Movie Script and other information. Etc

       Definition. For the purposes of this Agreement, "Confidential Information" means any non-public information in any form, tangible or intangible, technical data, documents, proprietary information, or know-how, including, without limitation, that which relates to personal items, personal property, personal or private information, services, finances, financial statements and/or summaries, and/or other information deemed by MP to be confidential in nature, which Confidential Information is: (i) designated in writing to be confidential or proprietary; (ii) if given orally or observed, is stated as or confirmed promptly in writing thereafter as having been disclosed as confidential or proprietary; (iii) is part of an ongoing disclosure of substantially similar documents and/or information previously deemed and recognized as confidential or proprietary; (iv) is understood to be of the type and nature normally understood to be confidential, or (v) is communicated to MEMBER, or otherwise acquired by MEMBER from MP, during the course of the MP- Member Relationship, whether such information is formally designated as confidential or not. Confidential Information does not include information, tangible or intangible, documents, or know-how that: (i) is already in the possession of or is readily known to the MEMBER at the time of disclosure, as shown by the MEMBER's files and records immediately prior to the time of the disclosure; (ii) prior or after the time of disclosure becomes part of the public domain through no fault or result of any wrongdoing of the MEMBER, including, without limitation, breach of this Agreement; or (iii) or hereafter disclosed to a third party by MP without restriction on disclosure or use.

       3. The Receiving Party further agrees to limit the use of and access to the Disclosing Party's Proprietary Information to the Receiving Party's employees who need to know such Proprietary Information for said purposes. It shall cause such employees to comply with the obligations set forth herein.

       4. The Disclosing Party agrees that the foregoing obligations shall not apply with respect to information that (i) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (i) was rightfully disclosed to the Receiving Party by another person without restriction, or (iii) was independently developed by the Receiving Party without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order provided the Receiving Party has given the Disclosing Party prompt notice of such requirement and the opportunity to contest it.

      5. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.

     6. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies itmight have at law. The Receiving Party will notify the Disclosing Party in writing immediatelyupon the occurrence of any such unauthorized release or other breaches. In the event that anyof the provisions of this Agreement shall be held by a court or other tribunal of competentjurisdiction to be unenforceable, the remaining portions hereof shall remain in full force andeffect.

7. Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.

8. NO WARRANTIES OF ANY KIND (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE GIVEN WITH

RESPECT TO THE PROPRIETARY INFORMATION DISCLOSED OR USED UNDER THIS AGREEMENT AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DAMAGES ARISING OUT OF OR CAUSED BY DEFECTS OR DEFICIENCIES IN THE PROPRIETARY INFORMATION OF EITHER PARTY. WHETHER DIRECT. INCIDENTAL. CONSEQUENTIAL OR OTHERWISE.

9. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver. The obligations of non-use and non-disclosure shall survive for a period of 6 Months from the date of disclosure of the Proprietary Information. This Agreement shall be governed by the laws of the State of Illinois and may be enforced in any court in Illinois

10. This Mutual Non-Disclosure Agreement shall be signed on behalf of

TruHoodEnt.Com by Christopher Tru Hood, CEO, and by______________

11. Return of Materials. Any materials or documents that have been furnished by MP to MEMBER shall be promptly returned, accompanied by all copies of such documentation, or destroyed, after the termination or expiration of the MP-Member Relationship, or upon the written request of MP, and MEMBER shall certify in writing to MP the return or destruction of such Confidential Information.

12. No License. Nothing in this Agreement is intended or shall be construed as granting any ownership or proprietary right of MP, nor shall this Agreement or the delivery of Confidential Information grant MEMBER any rights in or to MP's Confidential Information, except for the limited right to review such Confidential Information in conjunction with the MP - Member Relationship.

13. Term. Either Party may terminate the MP-Member Relationship at any time and without further obligation to the other Party by providing a written notice (which may be affected by email) to the other Party ("Termination Notice") The commitments of MEMBER to maintain the confidentiality of MP's Confidential Information under this Agreement shall survive any termination of the MP - Member Relationship for such period of time ending on the date that the Confidential Information is no longer deemed confidential or proprietary by MP.

 

14. No Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties, and their successors, assigns, parents, subsidiaries, and affiliates; provided, however, that Confidential Information may not be assigned or transferred without the prior written consent of MP, which may be withheld in MP's sole and absolute discretion.

15. Relationship of the Parties, Neither this Agreement nor any disclosure of Confidential Information hereunder shall be interpreted or construed as creating any joint or fiduciary relationship, partnership, employer-employee, or joint venture relationship between the Parties. All Confidential Information disclosed to or acquired hereunder shall be and remain the sole property of MP.

16. Waiver, The failure or delay by any Party to enforce any provision of this The agreement shall not constitute a waiver of any term hereof.

17. Governing Law: Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles thereof.

18. Remedies. MEMBER agrees that MEMBER's obligations hereunder are necessary and reasonable in order to protect MP and MP's privacy rights, and expressly agrees that monetary damages would be inadequate to compensate MP for any breach of any covenant or agreement set forth herein. Accordingly, MEMBER agrees and acknowledges that any such violation or threatened violation of this Agreement will cause irreparable injury to MP and that, in addition to any other remedies that may be available, in law, in equity, or otherwise, MP shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the requirement of having to furnish a bond or the the necessity of proving actual damages, together with an award of attorney's fees and expenses as may be incurred in order to enforce this Agreement. Such equitable remedies shall be cumulative and not exclusive, and shall be in addition to, and not in lieu or limitation of, any other remedy, including. without limitation, monetary damages, which MP may otherwise have under this Agreement.

19. Severability. If any provision of this Agreement, or the application thereof to any person(s) or circumstance(s) is, to any extent, deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall be enforced to the greatest extent permitted by law, and shall not affect the validity or enforceability of the other provisions contained in this Agreement, and the remainder of this Agreement shall not be affected thereby.

20. Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all previous understandings, agreements, communications, and representations, whether oral or written, concerning the disclosure and treatment of Confidential Information to which this Agreement relates. Any modification or amendment of this Agreement shall require a separate written instrument signed by all Parties hereto. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one agreement, and the signature of a Party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart.

IN WITNESS WHEREOF. the Parties hereto have caused this Agreement to be executed as of the Effective Date first written above.