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Dewlyn LLC

1300 Ridenour Blvd., Suite 100, Kennesaw, GA 30152

Phone: (800) 446-0323 • Email: support@dewlyn.com

Nondisclosure and Restrictive Noncompete Agreement

This Agreement (the “Agreement”) is entered into by and between Dewlyn Nonprofit Services LLC. with its principal offices at 1300 Ridenour Blvd., Suite 100 Kennesaw, GA 30152, (“Disclosing Party”) and , located at (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of confidential information and/or the unauthorized engagement of sales and services similar to that of Disclosing Party as defined and stated herein.

In consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Disclosing Party and Receiving Party agree as follows:

I. Nondisclosure of Confidential Information Covenant

The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party request it in writing.

Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

Notice of Immunity. Disclosing party is provided notice that an individual shall not be held criminally or civilly liable under any United States Government or international trade secret law for the disclosure of a trade secret that is made (i) in confidence to a government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by Disclosing party for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

II. Restrictive Noncompete Covenant

The parties also agree to enter a restrictive noncompete agreement with respect to the engagement, solicitation, and/or sale and distribution of products and services similar to those being offered by the Disclosing Party.

Restrictive Noncompete. In addition to the Nondisclosure of Confidential Information Covent, Receiving Party specifically agrees that during the term of this Agreement and for a period of 2 years [e.g., 24 months] after this Agreement has terminated, the Receiving Party will not engage, directly or indirectly, either as proprietor, partner, officer, employee or otherwise, in the distribution, sales, or offer to sell any services which are similar to those distributed, sold or provided by the Disclosing Party to any person, firm or entity within United States, its territories and regions, or internationally where Disclosing Party solicits business sales and services. This includes refraining from engaging directly or indirectly in the solicitation of services similar to those offered by Disclosing Party with any person or entity who paid or engaged the Disclosing Party for Services, or who received the benefit of the Disclosing Party's Services, or with whom Receiving Party had any substantial dealing while under this Agreement with Disclosing Party.

Restrictive Noncompete Exclusions. Receiving Party’s obligations under this Agreement do not extend to the distribution, sales, or services that were: (a) already being marketed, distributed, sold, or offered by Receiving Party at the time of this Agreement; (b) soliciting sales or services directly or indirectly from people or entities that were already known by the Receiving Party before entering into this Agreement with Disclosing Party; or (c) engaging in the distribution, sales, or similar services as Disclosing Party with expressed written permission from Disclosing Party.

III. General Provisions

Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of the other party for any purpose.

Severability. The covenants of this Agreement shall be severable, and if any agreement, covenant, or provision within this document is held invalid because of its duration, scope of area or activity, or any other reason, the parties agree that such covenant shall be adjusted or modified by the court to the extent necessary to cure that invalidity, and the modified covenant shall thereafter be enforceable as if originally made in this Agreement.

Violations. Receiving Party agrees that the violation of any covenant contained in this Agreement may cause immediate and irreparable harm to the Disclosing Party, the amount of which may be difficult or impossible to estimate or determine. If Receiving Party violates any covenant contained in this Agreement, the Disclosing Party shall have the right to equitable relief by injunction or otherwise, in addition to all other rights and remedies afforded by law.

Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.

Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.

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Signed by Cheryl Smith
Signed On: September 21, 2022

Timestamp

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April 12, 2022 6:43 pm EDT

Nondisclosure and Restrictive Noncompete Agreement Uploaded by Cheryl Smith - csmith@dewlyn.com IP 98.62.130.254

April 12, 2022 7:48 pm EDT

Taylor Hearn - thearn@dewlyn.com added by Cheryl Smith - csmith@dewlyn.com as a CC'd Recipient Ip: 73.237.187.162

April 12, 2022 7:50 pm EDT

Taylor Hearn - thearn@dewlyn.com added by Cheryl Smith - csmith@dewlyn.com as a CC'd Recipient Ip: 73.237.187.162

April 12, 2022 7:56 pm EDT

Taylor Hearn - thearn@dewlyn.com added by Cheryl Smith - csmith@dewlyn.com as a CC'd Recipient Ip: 73.237.187.162

April 12, 2022 7:59 pm EDT

Taylor Hearn - thearn@dewlyn.com added by Cheryl Smith - csmith@dewlyn.com as a CC'd Recipient Ip: 73.237.187.162