MarketPlace Global LLC
Non-Disclosure/Confidentiality Agreement

THIS AGREEMENT (“Agreement”) is made by and between: Marketplace Global LLC of Maple Grove, Minnesota and (Disclosing Party); and the prospective “Recipient of Disclosed Information” named below; hereafter referred to as “Parties”. 

PURPOSE: Disclosure, review, and marketing of a new product offering being added to the Global Marketplace. In addition, parties will be involved in a clearly defined, and formal pre-launch strategy with the product line above, and will be privy to private and proprietary details reserved ONLY for those who have been invited to participate, and ONLY those who have signed a non-disclosure agreement

WHEREAS, each disclosing party is the owner of certain proprietary and confidential information relating to its businesses; and 

WHEREAS, the parties desire to exchange confidential and proprietary information relating to each other’s businesses, including information and processes prior to the signing of this agreement; and 

WHEREAS, the parties desire to set forth their agreement to treat such information as confidential and proprietary in accordance with the terms and conditions hereof; and

WHEREAS, the parties desire to enter into a joint venture partnership which may require the licensing, co-branding, and marketing of certain intellectual property.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements made and contained herein, and intending to be legally bound hereby, the parties agree as follows: 

1. Definition: Whether written or in machine readable form, or disclosed orally or visually to the recipient, “Confidential Information” as used herein, shall mean information concerning a party's business (including that of all subsidiaries and affiliates) including without limitation: any and all information including plans, reports, processes, interpretations, forecasts, agreements, notes, analyses, compilations, studies, records, specifications, drawings, sketches, models, samples, data, computer programs, documentation, or any other technical or business information, which is not publicly available and can be communicated by any means whatsoever, including oral, visual, written and electronic transmission, that relates to either parties’ current or future business, products or development, including, without limitation: 

1. any and all information regarding branding, costs, profits, sales, merchandising, products, mailing lists, customer lists, pricing policies, markets, vendors, supplies and key personnel, financial affairs, human resources, insurance, management information systems, operational methods, strategies, budgets, projections and business plans, and any and all information regarding any of either parties’ subsidiaries or affiliates, shareholders or clients or customers;
   
2. any and all information received from third parties that either party to this Agreement is obligated to treat as confidential or proprietary; and
   
3. any and all existing or conceptualized intellectual property including but not limited to any hardware and software products and hardware and software in various stages of research and development.
   

2. Ownership: All Confidential Information disclosed by either party to the other party shall be and remain the property and/or intellectual property of the disclosing party. The recipient may make such copies of the disclosing party's written, recorded, or machine-readable Confidential Information as are reasonable in light of the purposes for which the Confidential Information is being provided upon written permission from the disclosing party. All such Confidential Information, and all copies thereof, shall be promptly returned to the owner or destroyed upon written request, with such return or destruction certified in writing by the recipient. 

3. Confidentiality Obligations:The recipient shall hold all Confidential Information of the disclosing party in the strictest confidence. Each party shall use at least the same, but no less than a reasonable, degree of care to avoid inadvertent disclosure or unpermitted use of the other party’s Confidential Information which it employs with respect to its own proprietary or confidential information which it does not wish to have disseminated, published, or disclosed. Neither party shall disclose any part of the other party’s Confidential Information to any other person, firm, or corporation. Each party shall maintain an appropriate information security program and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall promptly inform the other party of any security breach or other incident involving possible unauthorized disclosure of or access to the other party’s Confidential Information. 

Each party shall not use any Confidential Information of the other party for its own benefit or for any purposes other than those specifically provided in this Agreement. 

4. Specific Obligations and Requirements of Recipient: Recipient understands and agrees to the following guidelines, obligations, and requirements regarding their participation in this process:

• The NDA will remain in effect until it is formally announced by leadership that the NDA has been lifted.
• During the NDA period, any communication about this product or launch process may ONLY be done with individuals who have themselves, signed an NDA. 
• Do not assume that everyone (or anyone) has executed an NDA. Before engaging in conversation, please verify that the individual who you are prospecting or talking with has, in fact, executed an NDA PRIOR to beginning conversation.
• All participants who have executed an NDA will be allowed into the zoom meetings where launch project information will be shared. 
• Meeting Hosts will match our NDA records with names entering into the zoom meeting. Names displayed in Zoom that cannot be confirmed as having executed an NDA will NOT be allowed into the private meeting room. In order to attend, individuals must enter the name used on their NDA.
• During the NDA Phase, participant agrees that NO SOCIAL MEDIA posts regarding the product or launch shall be made, and that social media shall not be used to contact people in reference to new product. 
• All contact must be made person to person.
• Persons who are in violation of the terms, conditions, instructions, and guidelines set forth in this NDA will be restricted from having access to purchasing and/or marketing this product for a period of 90 days.
• During the NDA phase, no recordings of any kind can be made, shared, or used including, but not limited to zoom meetings and conference calls.

5. Exceptions: This Agreement shall impose no obligations with respect to Confidential Information which (a) is or becomes publicly known through no fault of the recipient; (b) is lawfully received by a party, from a third party without restriction and without breach of any applicable confidentiality agreement; (c) was previously known to or is independently developed by the recipient, its subsidiary or affiliate, or a third party; (d) is required to be disclosed by law or the order or regulation of a court or governmental agency, or to establish or enforce any rights hereunder. Where legally permissible, the recipient shall provide prompt notice of any order, summons, subpoena, or similar action of a court or governmental agency, so that the owner of the property may seek a protective order or other appropriate relief. Exception (a) above shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to any limitation, restriction, consent or notification requirement under any applicable federal or state information privacy law or regulation then in effect. 

6. Remedies: Each party shall have the right to monitor and review the other party’s compliance with the terms hereof. Each party agrees that any breach of its obligations hereunder may cause the other party to suffer irreparable harm in an amount not easily ascertained for which there is no adequate remedy at law. Each party agrees that such breaches, whether threatened or actual, will give the non-breaching party the right to obtain equitable relief, i.e., obtain an injunction to restrain such disclosure or use without the requirement of posting a bond, and pursue all other remedies said party may have at law or in equity. 

7. Miscellaneous: This Agreement shall be binding upon the parties hereto and their respective assigns and successors, subject to the consent of the non-assigning party, which consent shall not be unreasonably withheld. 

Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any other of its provisions. 

No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Failure to exercise a right or remedy granted hereunder shall not be deemed a waiver of such right or remedy. 

This Agreement is deemed to be made under, and shall be governed by and construed in

accordance with the laws of the State of Minnesota without regard to its conflicts of laws principles. 

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings between MarketPlace Global LLC of Maple Grove, Minnesota and Recipient. All parties understand and agree that any prior agreements or understandings between MarketPlace Global LLC of Maple Grove, Minnesota and Recipient remain in effect, and are considered to be a part of this agreement. Any amendment or modification of this Agreement shall be in writing and executed by duly authorized representatives of the parties. 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.