Non-Disclosue Agreement (NDA)

I. The Parties. This Unilateral Non-Disclosure Agreement, hereinafter referred to as the
“Agreement”, effective as of , hereinafter referred to as the “Effective Date”, is by and
Releasor described as a business entity known as Brandifi ("Releasor")

Recipient described as a business entity known as
II. Confidential Information. The term "Confidential Information" includes, but is not limited to,
all information owned by the Releasor and not generally known to the public or in the relevant trade
or industry that is communicated orally, written, printed, electronically or any other form or
medium, or which was learned, discovered, developed, conceived, originated, or prepared by the
Recipient in the scope and course of their relationship with the Releasor, relating directly or
indirectly to business processes, technical data, trade secrets, know-how, advice, consultations,
proprietary information, client lists, client instructions, assets, business operations, specifications,
designs, plans, drawings, hardware, software, data, prototypes or other business and technical
information belonging to any client of the Releasor, operational methods, economic and business
analyses, models, strategies, and projections, promotion methods, trade show information and
contacts, and other proprietary information relating to the business of the Releasor and any and all
other concepts, as such Confidential Information pertains personally to principals or other
information that has independent economic value.
III. Non-Disclosure. The Recipient agrees that it shall have the obligation to:

(a) hold the Confidential Information in the strictest of confidence;

(b) not use the Confidential Information for any personal gain or detrimentally to the

(c) take all steps necessary to protect the Confidential Information from disclosure and to
implement internal procedures to guard against such disclosure;

(d) not disclose the fact that the Confidential Information has been made available or that
discussions and negotiations are taking place or have taken place or any of its terms,
conditions or other facts with respect to the transaction; and

(e) not disclose or make available all or any part of the Confidential Information to any
person, firm, corporation, association, or any other entity for any reason or purpose
whatsoever, directly or indirectly, unless and until such Confidential Information becomes
publicly available other than as a consequence of the breach by the Recipient of their
confidentiality obligations hereunder.

This Section shall survive and continue after any expiration or termination of this Agreement and
shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
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IV. Exceptions to Confidential Information. The Recipient shall not be restricted from disclosing
or using Confidential Information that:

(a) was freely available in the public domain at the time it was communicated to the
Recipient by the Releasor;

(b) subsequently came to the public domain through no fault of the Recipient;

(c) is in the Recipient's possession free of any obligation of confidence at the time it was
communicated to the Recipient by the Releasor;

(d) is independently developed by the Recipient or its representatives without reference to
any information communicated to the Recipient by the Releasor;

(e) is provided by Recipient in response to a valid order by a court or other governmental
body, as otherwise required by law; or

(f) is approved for release by written authorization of an officer or representative of the

V. Use or Disclosure of Confidential Information. Recipient shall only use the Confidential
Information as directed by the Releasor and not for its own purposes or the purposes of any other
party. Recipient shall disclose the Confidential Information received under this Agreement to any
person within its organization only if such persons are on a "need to know" basis. Recipient shall
advise each person to whom disclosure is permitted that such information is the confidential and
proprietary property of the Releasor and may not be disclosed to others or used for their own
purpose. This Section shall survive and continue after any expiration or termination of this
Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and

VI. Notice of Disclosure. In the event that the Recipient receives a request or is required (by
deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar
process) to disclose all or any part of the Confidential Information, the Recipient agrees, if legally
permissible, to (a) promptly notify the Releasor of the existence, terms and circumstances
surrounding such request or requirement, (b) consult with the Releasor on the advisability of taking
legally available steps to resist or narrow such request or requirement and (c) assist the Releasor in
seeking a protective order or other appropriate remedy; provided, however, that the Recipient shall
not be required to take any action in violation of applicable laws. In the event that such protective
order or other remedy is not obtained or that the Releasor waives compliance with the provisions
hereof, the Recipient shall not be liable for such disclosure unless disclosure to any such tribunal
was caused by or resulted from a previous disclosure by the Recipient not permitted by this

VII. Term. This Agreement, with respect to Confidential Information, will remain in effect for

VIII. Return of Confidential Information. Upon request from the Releasor or upon the
termination of negotiations and evaluations between the Parties, Recipient will promptly deliver to
Releasor all originals and copies of all documents, records, software programs, media and other
materials containing any Confidential Information. Recipient shall also return to Releasor all
equipment, files, and other personal property belonging to Releasor. Recipient shall not be
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permitted to make, retain, or distribute copies of any Confidential Information and shall not create
any other documents, records, or materials in any form whatsoever that includes the Confidential

IX. Indemnification. The Parties agree to indemnify and keep each other, at all times, fully and
effectively indemnified in respect of any and all claims, demands, losses, damages, liabilities, costs
and or expenses of any kind whatsoever incurred by the Releasor which arise out of or in
connection with any breach of this Agreement by the Recipient.
X. Notice. Any notice provided in this Agreement must be in writing and must be either personally
delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by
reputable overnight courier service (charges prepaid) to the Parties at the addresses below indicated:

Releasor’s Address: 350 Hillside Manor Drive, Sugar Hill, Georgia, 30518

Recipient’s Address: 4900 Hopyard Rd , Suite 100, Pleasanton, California, 94588

If the above-stated addresses should change the Parties shall specify by certified mail, with return
receipt, to one another.

XI. Covenants. The parties hereto agree that the covenants, agreements, and restrictions
(hereinafter "this covenant") contained herein are necessary to protect the business goodwill,
business interests and proprietary rights of the Releasor and that the parties hereto have
independently discussed, reviewed and had the opportunity of legal counsel to consider this

XII. Authority. This Agreement sets forth the entire Agreement and understanding between the
Parties and supersedes all prior oral or written agreements and understandings relating to the subject
matter of this Agreement. This Agreement may not be modified or discharged, in whole or part,
except by consent in writing signed by the Parties.

XIII. Assignment. This Agreement may not be assigned or otherwise transferred by either party
without the prior written consent of the non-transferring party.

XIV. Binding Arrangement. This Agreement will be binding upon and inure to the benefit of the
parties hereto and each Party’s respective successors and assigns.

XV. Severability. In the event that any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant
jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and
obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain
the particular provision(s) held to be unenforceable.

XVI. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws in the State of Georgia.

XVII. Authority. Each party hereto represents and warrants that it has the full power and authority
to enter into and perform this Agreement, and each party knows of no law, rule, regulations, order,
agreement, promise, undertaking or other fact or circumstance which would prevent its full
execution and performance of this Agreement.

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XVIII. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one and the same agreement.

XIX. Execution. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of


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Signed by Nicole Martinez
Signed On: July 27, 2020

Signature Certificate
Document name: Non-Disclosue Agreement (NDA)
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July 27, 2020 9:47 pm GMTNon-Disclosue Agreement (NDA) Uploaded by Nicole Martinez - IP,