NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Nondisclosure and Confidentiality Agreement (herein also referred to as the “Agreement”) is made
and effective from November 4, 2017, at __________

BETWEEN:

AND:

A. WHEREAS, the parties are in the process of evaluating a potential relationship whereby the
Disclosing Party will retain the services of the Designer for the creation of an Internet Website
and related database functions.

B. WHEREAS, the Disclosing Party possesses certain information and materials which it considers
to be highly confidential and proprietary and which constitute trade secrets of the Disclosing
Party.

C. WHEREAS, the parties acknowledge and agree that assessment of the potential business
relationship between the parties may require disclosure of certain of this confidential and
proprietary information to the Designer.

D. WHEREAS, Disclosing Party will release such information as Disclosing Party deems necessary
to the Designer to be used by the Designer solely for the purpose of evaluating the potential
relationship between the parties (the “Permitted Business Purpose”).

E. WHEREAS, Disclosing Party wishes to assure that the confidential and proprietary information is
protected from disclosure and only used by the Designer for the purpose of evaluating the
potential business relationship between the parties.

F. WHEREAS, Disclosing Party wishes to assure that upon completion of the review of the potential
business relationship or termination of discussions between the parties that the confidential and
proprietary information is returned to the Disclosing Party.

NOW THEREFORE, in consideration of the covenants set forth herein, the parties agree to the following:

1. CONFIDENTIALITY
Designer hereby covenants and agrees that it shall be affirmative obligation to hold the Confidential
Information (as defined below) in the strictest confidence and to protect the Confidential Information from
disclosure to any third party. Designer shall take all the steps necessary to prevent the Confidential
Information from disclosure and shall implement internal procedures to guard against such disclosure.
Designer shall only use the Confidential Informational for the Business purpose defined above and shall
not use such Confidential Information, or any part of it, for its own use or for purposes of any other party.
Designer shall only permit disclosure to individuals within its organization that have bona fide need to
know such information in connection with Business Purpose. Designer shall advice each person to whom
disclosure is permitted herein that such information is confidential and propriety property of the Disclosing
Party and may not be disclosed to others or be used for purposes of the party to whom disclosure is
being made. Each person to whom Confidential Information must be disclosed shall execute an
agreement containing the restrictions and protections set forth in this agreement.
2. RETURN OF CONFIDENTIAL INFORMATION

Upon request from the Disclosing Party or upon termination of negotiations and evaluations between the
parties, Designer shall return all Confidential Information to Disclosing Party. Designer shall not be
permitted to make, retain or distribute copies of any Confidential Information and shall not create any
documents, memorandum, correspondence, outline, presentation, in any form whatsoever, of the
Confidential Information.

3. NO RIGHT
Except for the Business Purposes described above, Designer is not granted any right, license,
assignment, or any other right in and to any of the Confidential Information.

4. DEFINITIONS

For purpose of these Covenants the Confidential Information shall mean and shall include information
relating to business, products or services of Disclosing Party; including, but not limited to:

A. Information which relates to any product or services offered by or through the Disclosing party ,
and their manufacture , sale or use, including financial statements, costs and expenses data,
marketing and consumer data, production data and know-how, trade secrets, secret processes
and formulae, technical data and reports, or any other information relating to the products and
services offered by or through the Disclosing Party which is generally not ascertainable from
public or published information, regardless of whether such information was provided pursuant to
the terms of this Agreement, by request of the other party or in any other manner;

B. Information developed or to be developed by a party to this Agreement, their affiliates, and all
material and information submitted to and/or filed with governmental regulatory agency or any
other equivalent agency covering the products and services offered by or through the Disclosing
Party;

C. Information related to the Products contained in all documents, submitted in connection with
regulatory submissions throughout the world covering the Products;

D. All Information disclosed in oral , written, graphic, photographic, recorded, diagrammed, digital,
electronic or any other form by one party to the other as well as contents of this Agreement and
the content of any and all discussions between the parties related to this Agreement or otherwise;

E. The trademarks, services marks, and other proprietary information of the Disclosing Party,
including any information developed in course of the relationship between the parties, all which
shall be the property of Disclosing Party and shall be considered “work for hire”;

F. Computer software programs, corporate operations procedures, marketing plans and methods,
customer lists, prospective clients lists, regardless of whether such lists have been distilled or
tailored for the specific use of Disclosing Party, all information relative to carriers and any of the
companies that are the primary sources for the Products or with which the Disclosing Party has
contracted to offer the Products;

G. Any and all information provided through the training process involving the Designeror its agents
or contractors;

H. Strategic and development plans, financial conditions, business plans, co-developer identities,
data, business records, projections, business structure and concepts, customer lists, projects
 records, market reports , employee lists and business manuals, policies and procedures,
information relating to processes, technologies or theory and all other information which may be
disclosed by Disclosing Party or to which Designer may be provided access by Disclosing Party
or others in accordance with this Agreement or which is generated as a result of the relationship
between the parties, information is not confidential if it is generally available or known within the
Internet industry, it is in the public domain, it was known to Designer before this Agreement was
entered into , it was independently received by the Designer from a third party or it was
developed independently by the Designer.

5. TERM
This Agreement shall remain in effect for period of five (5) years from the Effective date of execution
unless otherwise terminated by the Disclosing party after giving a notice to other of its desire to terminate
this Agreement. The requirement to protect the Confidential Information disclosed under this Agreement
shall survive the termination of this Agreement.

6. TITLE
The Designer agrees that all Confidential Information furnished by the Disclosing Party shall remain the
sole property of the Disclosing Party.

7. LIABILITIES
Designer recognizes and expressly agrees that the extent of the damages to Disclosing Party in the event
of a breach by Designer of any covenant set forth herein would be impossible to ascertain, that the
irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for
any breach will be inadequate to compensate the Client. Consequently, Designer agrees that in the event
of the breach of any such covenant by injunctive or other equitable relief ordered by a court of competent
jurisdiction.

8. MODIFICATION
This Agreement may be modified only by a contract in writing executed by the party to this Agreement
against whom enforcement of such modification is sought.

9. PRIOR UNDERSTANDING
This Agreement contains the entire agreement between the parties to this Agreement with respect to the
subject matter of this Agreement, is intended as a final expression of such parties ‘ agreement with
respect such terms as are included in this Agreement is intended as a complete and exclusive statement
of the terms of such agreement, and supersedes all the negotiations, stipulations, understanding ,
agreements, representations and warranties. If any,with respect to such matter, which precede or
accompany the execution of this Agreement.

10. GOVERNING LAW

IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the
day and year first above written and represent and warrant that the party executing this Agreement on
their behalf is duly authorized.

DESIGNER DISCLOSING PARTY