By Checking the Box you ("The Client") agree to the following:

THIS NONDISCLOSURE AGREEMENT (the “Agreement”) is by and between Sarah Delevan Consulting, with it's principal place of business at 13947 Milbank Street, Sherman Oaks, CA 91423 and the purchaser of this service (the “Client”).

Sarah Delevan Consulting and the Client agree as follows:

Purpose. Sarah Delevan Consulting and the Client each anticipate exchanging information with each other for the purpose of doing business together (the “Purpose”). Some or all of the information to be disclosed may be proprietary to the disclosing party.

Confidential Information. “Confidential Information” shall mean information disclosed by either party (the “Disclosing Party”) to the other party (the “Recipient”) in connection with the Purpose, even if before the EffectiveDate, which is in written, electronic, photographic, or other tangible form, and which is marked “Confidential,” “Proprietary,” “Private,” or in any other manner indicating its confidential and/or proprietary nature. Furthermore, Confidential Information expressly includes any information that reveals financial information and any processes, methodologies, technology or know-how by which Disclosing Party’s existing or future products, services, applications and methods of operation are developed, conducted or operated. If any information is disclosed orally or visually and the Disclosing Party intends that information to be subject to this Agreement, the Disclosing Party must promptly notify the Recipient in writing summarizing such information. Confidential Information made available hereunder may include information of third parties, such as, affiliates.

Effective Date, Termination. The EffectiveDate of this Agreement is the date of purchase. This Agreement shall terminate upon the earlier of Five (5) years from the Effective Date or when terminated by either party upon not less than two (2) weeks prior, written notice to the other, but the obligations of Recipient with respect to Confidential Information received prior to termination of this Agreement shall survive any such termination.

Restrictions on Disclosure and Use. Recipient may use the Confidential Information solely for the Purpose and shall not disclose Confidential Information outside its organization. Each Party will not permit any written or electronic Information to be removed from its premises without the express consent of the other Party. Each Party will use all reasonable means, not less than that used to protect their own confidential or proprietary Information, to safeguard the Information. Each Party will not show, permit access to, or otherwise disclose any portion of the Information to anyone other than its employees who are directly engaged in evaluating the other Party’s product or services. Each such employee will be shown a copy of this document and will be required, as a condition of access to the Information, to sign an acknowledgment and agreement to the terms hereof. Each Party may satisfy this individual signing requirement for its employees by (a) using its own employee nondisclosure agreement, provided that such Party maintains a complete and accurate record of authorized employees, or (b) by assuming full responsibility for the actions of such employees. No disclosure of any portion of the Information will be made by either Party to any independent contractor or other consultant without the express written consent of the other Party. Each Party will make no copies of any of the Information and will return all tangible materials containing any portion of the Information to the other Party promptly upon completion of the evaluation, or promptly upon the other Party’s request. In no case shall Recipient or its affiliate, financial institution, or subcontractor use the Confidential Information from Disclosing Party to produce services or products competitive with those of the Disclosing Party. Further, Recipient shall not cause or permit reverse engineering of any Confidential Information or recompilation or dis-assembly of any software programs, which are part of the Confidential Information, received by it under this Agreement.

Care. Recipient shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care. Upon learning of any disclosure or misuse of Confidential Information, Recipient shall notify the Disclosing Party and shall act to prevent any further disclosure or misuse.

Exceptions. Recipient’s obligation of confidentiality and restriction on use shall not apply to information when it is: known to Recipient before receipt from Disclosing Party;
generally available to the public (or becomes so) without the fault or negligence of Recipient;
received by Recipient from a source other than DisclosingParty without breach of an obligation of confidentiality owed by the Disclosing Party; or
independently developed by Recipient without any use of Disclosing Party’s Confidential Information.

RequiredDisclosures. Recipient is permitted to disclose Confidential Information as required by law or regulation provided, however, that Recipient shall (a) give Disclosing Party written notice promptly upon receipt of a disclosure requirement and before the disclosure is made to allow the Disclosing Party the opportunity to take appropriate legal measures to protect the Confidential Information, (b) take reasonable actions and provide reasonable assistance to the Disclosing Party to secure confidential treatment of the Confidential Information, and (c) disclose only such Confidential Information as is required.

Copies. Recipient shall make only such copies of the Confidential Information as are necessary for the Purpose. Any such copies shall reproduce proprietary marking included therein.

Return. All Confidential Information shall remain the property of Disclosing Party, and all copies and excerpts there of shall be promptly returned to Disclosing Party upon request, except that Recipient’s legal counsel may retain a copy, for use only as a record of the disclosure. Recipient may choose to destroy such copies and excerpts instead of returning them, with written notice to the Disclosing Party.

No Rights Granted. Nothing herein shall be construed as granting to Recipient any proprietary rights, express or implied, including but not limited to copyright, patent, trade secret, license, or trademark rights in Disclosing Party’s Confidential Information, other than the right to use it for the mutual Purpose of this Agreement.

Entire Agreement. This is the entire agreement between the parties as to the subject matter hereof and supersedes any previous agreements, oral or written, as to its subject matter. It may be modified only by written agreement of the parties. If any provision of this Agreement shall be held invalid in court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.

Binding Effect and Assignment. This agreement shall be binding upon any successors in interest to either party. It shall not be assignable without prior written authorization of the other party, which consent shall not be unreasonably withheld.

InjunctiveRelief and GoverningLaw. The parties acknowledge that a breach of this Agreement would cause irreparable harm for which injunctive relief is appropriate, without requirement of further proof, in addition to any monetary damages as may be awarded by a court of competent jurisdiction. The validity, construction, and performance of this Agreement are governed by the laws of the state of California.

Indemnification. Recipient agrees to indemnify and hold harmless the Disclosing Party for any loss or damage suffered as a result of any breach by Recipient of the terms of this Agreement, including any reasonable fees incurred by the Disclosing Party in the collection of such indemnity.

Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services to each party at its respective address as listed above.

Signatures. When the authorized representative of either party signs this Agreement, a duplicate facsimile of such signed Agreement shall have the same force and effect as one bearing an original signature. This Agreement may be executed in counterpart.

The parties do hereby execute this Agreement as of the Effective Date set forth on the date of product purchase.