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NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement is made by and between HDS Will Travel (HDS), and Winning Growth Systems, LLC, 2451 West Grapevine Mills Cir., Ste. 575, Grapevine, TX 76051 (WGS) collectively known as the "Parties."

WHEREAS, HDS desires to engage WGS in drafting and reviewing documents on behalf of HDS, interviewing customers on behalf of HDS, and performing other projects on behalf of HDS as agreed between the Parties; and

WHEREAS WGS desires to engage in drafting and reviewing documents on behalf of HDS, interviewing customers on behalf of HDS, and performing other projects on behalf of HDS as agreed between the Parties on behalf of HDS; and

WHEREAS HDS will disclose confidential information with WGS for the sole purpose of WGS drafting and reviewing documents on behalf of HDS, interviewing customers on behalf of HDS, and performing other projects on behalf of HDS as agreed between the Parties; and

WHEREAS, the Parties desire to provide proper safeguards to protect any confidential information that may be exchanged;

NOW, THEREFORE, in consideration of these promises and of the mutual promises herein, the parties agree as follows:

  1. WGS agrees to protect information provided by HDS with the same degree of care that it employs for protection of its own proprietary information; and further agrees that it will limit its use of the information for the purposes of drafting and reviewing documents on behalf of HDS, interviewing customers on behalf of HDS, and performing other projects on behalf of HDS as agreed between the Parties and will disclose such information only to those of its employees or agents who have a need to know such information. With respect to such information disclosed in writing or some other tangible form, WGS agrees that it will not duplicate same unless authorized to do so and that it will return such information to HDS upon request together with any copies or will provide written certification of the destruction thereof at the discretion of HDS.

  2. In order to receive the protection afforded by this agreement, it is agreed that all information must be disclosed in writing or identified in writing within thirty (30) days of oral disclosure, and that writings to be protected will be marked as proprietary or confidential.

  3. Nothing in this Agreement shall limit the WGS's use or disclosure of information that WGS can show by documentary evidence:

    • is generally known or available on an unrestricted basis to the public prior to disclosure hereunder or thereafter becomes so known or available on an unrestricted basis through no fault of WGS; or

    • is already in WGS's possession in writing without restriction as to its use or disclosure prior to its receipt from HDS; or

    • is subsequent to disclosure hereunder acquired by WGS on an unrestricted basis from any third party, provided that WGS does not know or have reason to know, or is not informed subsequent to disclosure by such third party and prior to disclosure by WGS, that such information was acquired by such third party under an obligation of confidentiality; or

    • is required by any law, rule, regulation, or any order, decree, subpoena, or ruling or other similar process or any court of competent jurisdiction, governmental agency or governmental regulatory authority; provided however, that prior to making such disclosure, WGS shall provide HDS with prompt written notice of any such requirement so that HDS may seek a protective order or other appropriate remedy.

  4. This agreement is limited in purpose to protection of information and shall not be construed as a teaming agreement, joint venture or other contractual relationship. No license to either party under any patents or copyrights is granted or implied by disclosure of information hereunder.

  5. Confidential Information supplied under this Agreement shall remain the property of HDS and no rights are granted to WGS in the same, whether patented or not, except the limited right to use the Confidential Information as set forth above.

  6. WGS's and HDS's confidentiality and non-use obligations under this agreement shall not expire.

  7. This agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any legal proceedings instituted by one Party against the other relating to this agreement shall be conducted within the State of Texas and shall be brought in the county courts of Rockwall County, Texas.

Acknowledgement. WGS and HDS acknowledge that this Non-Disclosure Agreement is not binding until it is signed by both Parties.

I have read and understand the terms of this document.

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Diana Summers
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