Non-Disclosure Agreement

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This Non-disclosure Agreement (this "Agreement") is made effective as of June 02, 2022 (the

"Effective Date"), by and between Social Clout Media LLC (the "Owner"), of 4141 Poleline Rd,

Pocatello, Idaho 83201, and the company or individual electronically tied to this document (the "Recipient"), of said company or individual and the address on file.

Information Release

The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material

and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree

as follows:

I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or

material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not

generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect

contact with the Owner. Regardless of whether specifically identified as confidential or proprietary,

Confidential Information shall include any information provided by the Owner concerning the business,

technology and information of the Owner and any third party with which the Owner deals, including,

without limitation, business records and plans, trade secrets, technical data, product ideas, contracts,

financial information, pricing structure, discounts, computer programs and listings, source code and/or object

code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer

and client lists. The nature of the information and the manner of disclosure are such that a reasonable person

would understand it to be confidential.

A. "Confidential Information" does not include:

- matters of public knowledge that result from disclosure by the Owner;

- information rightfully received by the Recipient from a third party without a duty of confidentiality;

- information independently developed by the Recipient;

- information disclosed by operation of law;

- information disclosed by the Recipient with the prior written consent of the Owner;

and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and

acknowledges that the Confidential Information has been developed or obtained by the Owner by the

investment of significant time, effort and expense, and that the Confidential Information is a valuable,

special and unique asset of the Owner which provides the Owner with a significant competitive advantage,

and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the

Confidential Information, the Recipient agrees as follows:

A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not

disclose the Confidential Information to any person or entity without the prior written consent of the

Owner.

B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information

without the prior written consent of the Owner.

C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware

of any possible unauthorized disclosure or use of the Confidential Information.

 

 


 

 

D. Application to Employees. The Recipient shall not disclose any Confidential Information to any

employees of the Recipient, except those employees who are required to have the Confidential

Information in order to perform their job duties in connection with the limited purposes of this

Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-

disclosure agreement substantially the same as this Agreement at the request of the Owner.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the

Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this

Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the

Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from

pursuing other remedies, including a claim for losses and damages.

IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the term of this Agreement,

the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or

otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to

prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written

approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions

due pursuant to this Agreement or relating to such transaction.

V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the

Recipient shall return to the Owner all written materials containing the Confidential Information. The

Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all

materials have been returned within five (5) days of receipt of the request.

VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase

any service or item from the other party, or commercially offer any products using or incorporating the

Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is

provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED,

WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY

DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR

A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT,

INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING

OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL

INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to

the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in

response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under

this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as

between the Owner and the Recipient, the Confidential Information and all related copyrights and other

intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions,

comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related

materials during the period of this Agreement.

IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its

officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party

claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses

resulting from the indemnifying party's material breach of any duty, representation, or warranty under this

Agreement.

 

 


 

 

X. ATTORNEY'S FEES. In any legal action between the parties concerning this Agreement, the prevailing

party shall be entitled to recover reasonable attorney's fees and costs.

XI. TERM. The obligations of this Agreement shall survive 3 months from the Effective Date or until the

Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the

Recipient must continue to protect the Confidential Information that was received during the term of this

Agreement from unauthorized use or disclosure for an additional 5 Years.

XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties

regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement

shall be construed under the laws of the State of Idaho. This Agreement shall not be assignable by either

party. Neither party may delegate its duties under this Agreement without the prior written consent of the

other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times

in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid,

illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and

construed so as to best effectuate the original intent and purpose of this Agreement.

XIII. WHISTLEBLOWER PROTECTION. This Agreement is in compliance with the Defend Trade

Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i)

made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is

to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made

under seal.

XIV. SIGNATORIES. This Agreement shall be executed by Ambur Hill, CEO, on behalf of Social Clout

Media LLC and company or individual listed above and delivered in the manner prescribed by law as of the date first

written above.