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This NON-DISCLOSURE AGREEMENT (the "Agreement") is effective as of June 2, 2023 by and between FormerFedsGroup Freedom Foundation 501(c)3 (hereinafter referred to as "Discloser") and (hereinafter referred to as "Recipient" or "you") (Discloser and Recipient collectively the "Parties," each a "Party").

1. Definitions. For purposes of this Agreement, the following terms are defined as follows:
   1. "Confidential Information" means any and all information which is possessed or developed by or for Discloser and which relates to Discloser's existing or potential business or technology, which information is generally not known to the public and includes, without limitation, the following: intellectual property and proprietary rights, including proprietary inventions and technology, patentable ideas, product and service developments, compositions, formulas, technical developments, technical and engineering data, research or test data and results, existing or proposed research and development, and information concerning the development or protection of any related copyrights, patents, or trade secrets; business operations, including business plans, business strategies, business know-how and techniques, records, results of operations, communications between Discloser's employees and attorneys representing Discloser, business projections, and terms of Discloser's contracts; Current or Prospective Customer or Vendor information, including contact information, lists, business preferences, specifications, bids, and negotiations; financial and accounting information, including information related to Discloser's financial condition, revenue, liabilities, expenses, financial projections, investments, financial statements, reports, accounts receivable, and inventory; computer code and technology, including all related information stored or developed directly or indirectly for use in or with computers, customized software, computer programs, designs, documentation, processes, know-how, research or test results and data, and training information and materials; client protected health information; and information received by Discloser from others that Discloser has an obligation to treat as confidential. All such information will be treated as Confidential Information regardless of whether it is designated as "Confidential Information" at the time of its disclosure.
   2. "Current Customers" means any firm, partnership, corporation, or any other entity or person that has used or is using from Discloser any of its products or services.
   3. "Non-Party" means any competitor, supplier, customer, or any other person, firm, corporation, or other entity besides the Parties and their employees, representatives, and authorized agents.
   4. "Prospective Customers" means any firm, partnership, corporation, or any other entity or person reasonably expected by Discloser or Recipient to use from Discloser any of its products or services.
   5. "Trade Secrets" means all information possessed by or developed for Discloser, including, without limitation, a compilation, program, device, method, system, technique, formula, pattern, or process to which all of the following apply: (i) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
   6. "Vendor" means any individual or entity that provides goods or services to Discloser.
2. Non-Disclosure of Confidential Information and Trade Secrets. In consideration for Recipient's receipt of Confidential Information and Trade Secrets, the potential or continuing business opportunities that may result between the Parties, other benefits conferred through the relationship of the Parties, and/or the covenants and promises herein contained, the receipt and sufficiency of which is hereby acknowledged, Recipient agrees as follows:
   1. To not disclose Confidential Information or Trade Secrets except as is permitted under this Agreement and to perform all covenants herein faithfully;
   2. Except as expressly authorized by Discloser's prior written permission, now or any time in the future, Recipient will not disclose, directly or indirectly, any Confidential Information or Trade Secrets to a Non-Party or use any Confidential Information or Trade Secrets for any purpose that does not benefit Discloser;
   3. To at all times exercise the utmost diligence and Recipient's best efforts to guard and protect against unauthorized disclosure or misappropriation of Confidential Information and Trade Secrets to or by a Non-Party;
   4. To not seek or accept any Confidential Information or Trade Secrets from any former, present, or future employee of Discloser except in the ordinary course of Recipient's business with Discloser;
   5. To not disclose to Discloser, use in Discloser's business, or cause Discloser to use any Confidential Information or Trade Secrets belonging to a Non-Party;
   6. To not copy, modify, reproduce, or attempt to reproduce any Confidential Information or Trade Secrets without the express prior written permission of Discloser;
   7. To promptly notify Discloser if Recipient becomes aware of any unauthorized use, disclosure, or misappropriation of Confidential Information or Trade Secrets; and
   8. To not disclose Confidential Information or Trade Secrets to Recipient's employees, if any, unless absolutely required for an employee to perform their job duties; however, Recipient must require such employees to sign a non-disclosure agreement in substantially the same form as this Agreement prior to disclosing any Confidential Information or Trade Secrets and will provide a copy of all such agreements to Discloser immediately after they are executed.
3. Exceptions. This Agreement will not prohibit any disclosure that is required by law or court order, provided that Recipient has not intentionally taken actions to trigger such required disclosure and, so long as not prohibited by any applicable law or regulation, Discloser is given reasonable prior notice and an opportunity to contest or minimize such disclosure. The same provisions will not prevent Recipient's disclosure of Confidential Information or Trade Secrets in the event Discloser has given Recipient express prior written permission to do so. This Agreement does not prohibit disclosure of Confidential Information or Trade Secrets after they have become generally known in the industry in which Discloser conducts its business and it does not prohibit Recipient's use of general skills and know-how acquired during and prior to working with Discloser, as long as such use does not involve the disclosure of Confidential Information or Trade Secrets.
4. Term. Unless otherwise stated herein, the rights and obligations of the Parties under this Agreement will continue indefinitely from the effective date and will survive the expiration or termination, for any reason, of any other contractual relationship between the Parties that may occur while this Agreement is in effect.
5. Irreparable Harm. Recipient acknowledges that Discloser engages in a competitive business and has or will expend significant sums of money and time to develop and use its Confidential Information and Trade Secrets. Recipient further acknowledges that Discloser would suffer irreparable harm, loss, and damage if its Confidential Information and Trade Secrets were disclosed to a Non-Party.
6. Non-Solicitation of Employees, Contractors, or Agents. Recipient agrees that, starting from the effective date and continuing until such time as Parties' principal business relationship contemplated by this Agreement ends, it will not—directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or entity—recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of Discloser's non-clerical employees, contractors, or agents to terminate or diminish their relationships with Discloser for any reason or without reason, except with Discloser's express written consent. However, this does not prevent Recipient from posting general job advertisements that are not specifically intended to solicit responses from Discloser's employees.
7. Non-Solicitation of Current Customers, Prospective Customers, and Vendors. Recipient agrees that, starting from the effective date and continuing until such time as Parties' principal business relationship contemplated by this Agreement ends, it will not—directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or entity—solicit or attempt to solicit any business from any Current Customer, Prospective Customer, or Vendor for any reason or without reason, except with Discloser's express written consent.
8. Intellectual Property Assignment. Recipient agrees that all existing and future patent, copyright, or other intellectual property rights resulting from, or related to, the Confidential Information or Trade Secrets will at all times remain the sole property of Discloser. This Agreement gives no intellectual property rights to Recipient in Confidential Information or Trade Secrets. Any results and work product from Recipient's efforts performed in relation to this Agreement (the "Work Product") are intended to be "work made for hire" as defined in Section 101 of the Copyright Act of 1976. If the copyright or other intellectual property right to the Work Product is not the property of Discloser by operation of law, Recipient agrees to, without further consideration, assign to Discloser all rights, title, and interest in such Work Product.
9. Reverse Engineering. At no time now or in the future may Recipient directly or indirectly attempt to reverse engineer, reconstruct, or independently derive any Confidential Information or Trade Secrets.
10. Other Agreements Binding Recipient. Recipient agrees that Recipient will immediately provide Discloser with copies of all non-disclosure, confidentiality, and intellectual property assignment agreements that currently bind Recipient or that Recipient becomes bound to in the future.
11. Return of Discloser Property. Immediately upon Recipient receiving a written request by Discloser for return of property or upon termination of any contractual relationship between the Parties, Recipient will return to Discloser all Discloser's papers, documents, and other property, including, without limitation, keys, security cards, phones, computers, passes, credit cards, documents, and information stored for use in or with computers and software applicable to Discloser's business (and all copies thereof), which are in Recipient's possession or under Recipient's control, regardless whether such papers, documents, or other property do or do not contain Confidential Information or Trade Secrets.
12. No Conflicts. Recipient represents and warrants that Recipient has not previously assumed any obligations inconsistent with those of this Agreement and that Recipient's execution of this Agreement does not conflict with any prior obligations to third parties.
13. No Undue Burden. Recipient acknowledges that (i) this Agreement has been specifically bargained between the Parties and reviewed by Recipient, (ii) Recipient has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon Recipient hereby are fair, reasonable, and minimally necessary to protect the legitimate business interests of Discloser, and such covenants and duties will not place an undue burden upon Recipient in the event of strict enforcement of the covenants contained herein.
14. Relationship of the Parties. Nothing in this Agreement will create an employment, agency, joint venture, or partnership relationship between the Parties. In addition, nothing in this Agreement will require the Parties to purchase goods or services from each other or to provide one another with Confidential Information or Trade Secrets in their respective possession.
15. No Guarantee of Continued Relationship. Nothing in this Agreement will be construed as a guarantee of continuing or additional contractual relations between the Parties after the effective date.
16. No Warranties. Confidential Information and Trade Secrets are provided to Recipient on an "As-Is" basis. DISCLOSER HEREBY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE CONFIDENTIAL INFORMATION AND TRADE SECRETS PROVIDED TO RECIPIENT. Discloser makes no warranties of any kind as to the following: whether or not its Confidential Information and Trade Secrets are free from errors and defects, accurate, and complete; whether or not use of its Confidential Information or Trade Secrets may infringe on the intellectual property rights of a Non-Party; or how Discloser plans to use its Confidential Information and Trade Secrets in the future. Neither Discloser nor its employees and representatives will have any liability as a result of the disclosure of Confidential Information or Trade Secrets to Recipient or its employees and representatives.
17. Indemnification. Each Party agrees to indemnify, hold harmless, and defend the other Party, along with the other Party's officers, directors, employees, and agents, against all claims, liabilities, losses, costs, and all other legal and non-legal expenses, including, without limitation, reasonable attorney's fees and costs and insurance deductibles, whether or not involving a third-party claim, arising directly or indirectly from (i) the Party's breach or violation of any representation, warranty, or obligation under this Agreement, (ii) the negligent or grossly negligent intentional act or omission of the Party, or any of the Party's directors, officers, employees, or agents, that results from or arises out of this Agreement, or (iii) the Party's wrongful or unlawful acts.
18. Entire Agreement. This Agreement represents the entire Agreement between Discloser and Recipient and may not be modified, changed, or altered by any promise or statement by Discloser other than in a signed writing by both Parties.
19. Severability. The Parties have attempted to limit the non-disclosure provisions so that they apply only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, then that provision will be considered removed from this Agreement; however, the remaining provisions will continue to be valid and enforceable according to the intentions of the Parties. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
20. Waiver. The waiver by Discloser of a breach of any provision of this Agreement by Recipient will not be considered as a waiver of rights with respect to any subsequent breach by Recipient.
21. Successors and Assigns. This Agreement is not assignable by Recipient without the express prior written permission of Discloser. This Agreement binds and inures to the benefits the heirs, successors, and assignees of the Parties.
22. Governing Law. Recipient agrees and acknowledges that all provisions of this Agreement will be governed by and construed in accordance with the laws of the State of New Jersey.
23. Equitable Relief and Remedies. Recipient acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Discloser for which money damages would be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this Agreement, Discloser will be entitled to seek injunctive and other forms of equitable relief to prevent such breach and the prevailing Party will be entitled to recover from the other, the prevailing Party's losses, damages, and costs, including, without limitation, reasonable attorney's fees and costs, incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity, or by statute.
24. Dispute Resolution. The Parties acknowledge and agree that they will first attempt to resolve any dispute resulting from or arising out of this Agreement through friendly consultation between one another. If friendly consultation fails to resolve the dispute, the Parties agree to submit the dispute to mediation conducted in accordance with the mediation procedures of the American Arbitration Association (AAA). The parties agree to share equally in the costs of the mediation. If mediation again fails to resolve the dispute, the Parties agree to submit the dispute to binding arbitration in accordance with the terms set forth in Exhibit A, attached hereto and incorporated herein by reference, which the Parties agree to execute contemporaneously with this Agreement.
25. Descriptive Headings. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the Parties.
26. Time of Essence. Time is of the essence in this Agreement.
27. Notice. Any notice required or permitted under this Agreement must be in writing and delivered in accordance with the provisions of this paragraph. Such notice, if delivered by electronic mail, will be delivered to Discloser at matthew.cresto@formerfedsgroup.org or to Recipient at .
28. Counterparts; Electronic Signature. This Agreement may be executed in counterparts, including by fax, email, or other facsimile, each an original but all considered part of one Agreement. Electronic signatures placed upon counterparts of this Agreement by a Party or their approved agent will be considered valid representations of that Party's signature.

Recipient acknowledges that Recipient has carefully read and understood the provisions of this Agreement and understands that Recipient has the right to seek independent advice at Recipient's expense or to propose modifications prior to electronically signing the Agreement and has negotiated proposed modifications to the extent Recipient deems necessary. Nothing contained in this Agreement creates a contractual right to a continued contract for a definite term. Recipient represents and warrants that Recipient has entered into this Agreement voluntarily and after consulting an attorney or whomsoever Recipient wishes.