INTERNAL PROFITS, LLC., CONFIDENTIALITY / NON-DISCLOSURE, NON-COMPETITION,
NON-CIRCUMVENTION, AND INTELLECTUAL PROPERTY AGREEMENT
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This Confidentiality / Nondisclosure, Non-Compete, Non-Circumvent, and Intellectual Property Agreement (hereafter known as the "Agreement") is entered into by and between Internal Profits, LLC., located 1145 E. Mountain View Rd. #226, Phoenix, AZ 85020  (hereafter known as the "COMPANY"), and located at (hereafter known as the “RECEIVING PARTY").   

COMPANY has an idea for a business idea and will be consulting with various parties, including, without limitation, independent contractors, employees, developers, manufacturers, potential investors, partners, marketers, programmers, as well as RECEIVING PARTY. As such, RECEIVING PARTY will undoubtedly be exposed to certain confidential and sensitive information, called “Confidential Information,” that RECEIVING PARTY normally would not be exposed to, but for its relationship with COMPANY. Accordingly, COMPANY wishes to protect this Confidential Information shared with RECEIVING PARTY for the purpose of preventing the unauthorized disclosure of Confidential Information, as well as the unauthorized competition, circumvention, and to prevent any intellectual property violations against COMPANY.
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I. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

The parties agree to enter into a confidential relationship with respect to the disclosure of certain private proprietary and confidential information.

Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have sensitive information or commercial value or other utility in the business in which COMPANY is engaged. This includes a) any technical and non-technical information regarding any and all current, future, or proposed products, services, or business transactions proposed or discussed by COMPANY, including, for example and without limitation, information pertaining to COMPANY'S business idea, business model(s), financial information, development ideas, procurement requirements, client/customer lists, business forecasts, sales information, marketing plans and business plans and (b) client sensitive information.

Obligations of RECEIVING PARTY. In consideration for being shown COMPANY'S Confidential Information, the RECEIVING PARTY shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the COMPANY. RECEIVING PARTY shall treat all Confidential Information with the same degree of care as RECEIVING PARTY accords to RECEIVING PARTY’S own confidential information, but not less than reasonable care. RECEIVING PARTY shall not, without prior written approval of COMPANY, use for RECEIVING PARTY'S own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their own benefit, or any of COMPANY’S competitors, or to the detriment of COMPANY, any Confidential Information.

RECEIVING PARTY acknowledges that maintaining complete privacy and preserving the confidentiality of Proprietary Information are critically important to COMPANY, that RECEIVING PARTY would not be given access to any Proprietary Information if RECEIVING PARTY was not willing to agree to protect and preserve that privacy and confidentiality, and that RECEIVING PARTY’S full compliance with this Agreement is a fundamental inducement upon which COMPANY is specifically relying in discussing and sharing its Confidential Information with RECEIVING PARTY. RECEIVING PARTY agrees that any discussion of Confidential Information with COMPANY creates a relationship of confidence and trust with the COMPANY with respect to the Proprietary Information learned by RECEIVING PARTY.

In consideration for being shows COMPANY's Confidential Information, RECEIVING PARTY agrees to hold in confidence all Confidential Information and will not disclose such information directly or indirectly to anyone outside of the COMPANY and its Affiliates, or use, reproduce, record, publish, summarize, make lists of, or remove from COMPANY premises such information (or remove from the premises any other property of the COMPANY) except (a) as required by law, and (b) unless RECEIVING PARTY has permission to do so by COMPANY. RECEIVING PARTY further understands that the publication of any Confidential Information through any means, including, without limitation, client information, such as financial reports, press releases, literature, and any other materials, must be approved in advance in writing by the COMPANY.

RECEIVING PARTY understands that the reference to “Proprietary Information” in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned or developed by RECEIVING PARTY, pertaining in any manner to the business of the COMPANY (or its Affiliates) unless: (a) the information is or becomes publicly known through lawful means; (b) the information was rightfully in RECEIVING PARTY’S possession or part of RECEIVING PARTY’S general knowledge prior to RECEIVING PARTY’S engagement to provide services to the COMPANY; or (c) the information is disclosed to RECEIVING PARTY without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from the COMPANY (or its Affiliates). RECEIVING PARTY further understands that the COMPANY considers the following information to be included, without limitation, in such definition of Proprietary Information: (i) business model(s), product designs, inventions, trade secrets, COMPANY usernames/passwords, business ideas, data, programs, works of authorship, know-how, improvements, discoveries, designs, techniques and sensitive information the COMPANY receives from its clients; (ii) technical information relating to COMPANY’S existing and future products  and services, including, where appropriate and without limitation, information pertaining to ENTREPRENEUR'S business idea, business model(s), client lists, pricing, financial reports, products, client information, structures, drawings, sketches, images, techniques, and processes relating to the same disclosed by COMPANY to RECEIVING PARTY or obtained by RECEIVING PARTY through observation or examination of information or developments; (iii) marketing information (including, without limitation, marketing strategies, customer and prospective customer names and requirements and product and services, prices, margins and costs); (iv) future product plans; (v) financial information provided to RECEIVING PARTY by COMPANY; (vi) personnel information; and (vii) other confidential business information, including client lists and any and all information related to its Confidential Information.

RECEIVING PARTY shall also return to COMPANY any and all equipment, prototypes, logos, graphics, records, notes, designs, code, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if COMPANY requests it.

Accordingly, the content of all conversations/discussions and correspondence between COMPANY and RECEIVING PARTY is to be kept confidential, unless authorized by COMPANY. Furthermore, should RECEIVING PARTY decide not to work with COMPANY or should the relationship between RECEIVING PARTY and the COMPANY end, either voluntarily or involuntarily, the content of all conversations/discussion and any shared information or materials is to remain confidential and cannot be disclosed. 

Time Periods. The parties' duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely or until COMPANY sends RECEIVING PARTY written notice releasing RECEIVING PARTY from this Agreement.

Notice of Breach. RECEIVING PARTY shall notify the COMPANY immediately upon discovery of any unauthorized use or disclosure of Confidential Information by RECEIVING PARTY or its representatives, or any other breach of this Agreement by RECEIVING PARTY or its representatives, and will cooperate with efforts by the COMPANY to help the COMPANY regain possession of Confidential Information and prevent its further unauthorized use.
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II. NON-COMPETITION AGREEMENT

In consideration for being shown COMPANY'S Confidential Information, RECEIVING PARTY agrees not to use any of the Confidential Information to:

(a) directly or indirectly own, manage, operate, participate in, consult with, or work for any of COMPANY’S competitor or business, which is engaged in a similar business or industry to that of the COMPANY’S, either directly or indirectly. 

(b) start its own business or participate in any business that is in direct or indirect competition with the COMPANY.

(c) the time period for this non-competition agreement shall commence immediately throughout the relationship and for at least (10) ten years after RECEIVING PARTY ends their relationship with COMPANY.
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III. NON-CIRCUMVENT AGREEMENT

In consideration for being shown COMPANY'S Confidential Information, RECEIVING PARTY agrees not to:

(a) either alone or in conjunction with any other person, partnership or business, directly or indirectly, solicit, or divert, or attempt to solicit or divert, any of the COMPANY'S, or agents of the COMPANY, or its affiliates, or successors, to work for RECEIVING PARTY, or represent any competitor of the COMPANY, or its affiliates or successors.

(b) call upon, solicit, divert, or contact any of the customers, or clients of the COMPANY, or its affiliates, or successors, and solicit or attempt to solicit them to become customers, or clients of RECEIVING PARTY, or to use such contacts to the detriment of COMPANY.

(c) disclose any information, directly or indirectly, regarding COMPANY'S prices, products, or methods, to any potential clients or customers, in the attempt to secure their business for RECEIVING PARTY'S own use or to the detriment of the COMPANY.

(d) the time period for this non-circumvent agreement shall commence immediately throughout the relationship and for at least (10) ten years after RECEIVING PARTY ends their relationship with COMPANY.
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IV. INTELLECTUAL PROPERTY AGREEMENT

Intellectual Property Defined. Intellectual property is both a property and intangible right that protects the products of human intelligence and creation under Arizona intellectual property law, which may include, without limitation, copyright-able works, ideas, patented inventions, discoveries, trademarks, trade secrets, and inventions.

Obligations of RECEIVING PARTY. RECEIVING PARTY agrees that any and all work and products that it may have helped develop on behalf of the COMPANY are the exclusive and sole property of the COMPANY, despite the fact that RECEIVING PARTY may have either completely or partially created the work and/or product themselves and/or that such work may not have been patented yet. Any design/development, without limitation, on COMPANY'S business idea, finished or unfinished, is the sole property of the COMPANY. RECEIVING PARTY agrees not to contest any work or products as their own intellectual property and concedes that any and all work is done on behalf of COMPANY is the sole property of COMPANY.
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V. GENERAL PROVISIONS

Injunctive Relief and Agreed Payment for Breach. A breach of this Agreement may cause irreparable and continuing damage to COMPANY for which money damages are insufficient, and COMPANY may be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages) as deemed just by the Court or Arbitrator.

In addition to the COMPANY being able to seek money damages from the Arbitrator or Court for any such breach of contract, by mutual agreement of both parties, RECEIVING PARTY also agrees to automatically pay COMPANY a sum of $100,000.00 (USD) by default.

Jurisdiction and Attorney Fees. Both parties irrevocably agree that this Agreement shall be governed in all respects by the laws governed by and construed in accordance with the laws of Arizona, even though RECEIVING PARTY may be based outside that jurisdiction. If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief to which such prevailing party may be entitled.

Severability. If an Arbitrator or Court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

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, agents, assigns and successors of such party. Each party has signed this Agreement through its authorized representative who is given the power to make binding contractual decisions on their party's behalf.

Each party fully understands the terms of this Agreement, do so voluntarily, are over eighteen years of age, understand that they have the right to seek independent counsel, and are mentally competent to enter into this agreement.

The parties recognize that they may be physically located apart from each other and that signing this agreement face-to-face may be difficult. Accordingly, the parties agree that the signatures may be obtained by fax, mail, or electronic means. Doing so will not deter from the validity or enforceability of the contract.
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This Agreement will be effective as of the date listed below.

Company:  Internal Profits, LLC                                

President: PATRICK MENZEL

Date:

Signature:

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RECEIVING PARTY:                                   

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