Non-Disclosure & Confidentially Agreement

This non-disclosure and Confidentially Agreement is made between

CLASSIC BOUGIECUTE AKA' CLASSIC STUDIOS, BOUGIE HAIR

& CUTE NAILS and FORMALLY KNOW AS CBC subsequently called

'OWNER; and CLIENT / CLIENT CONTRACTOR and CONTRACTOR

AGENT who agreed upon contract titled as the USER of CBCS'

Platform.

BACKGROUND:

A. The Contractor is currently or may be retained as an independent

contractor with the Client for the position of: Traveling Agent.

In addition to this responsibility or position (the "Retainer"), this

Agreement also covers any position or responsibility now or later

held with the Client.

.

B. The Contractor will receive from the Client, or develop on the

behalf of the Client, Confidential Information as a result of the

Retainer (the "Permitted Purpose").

IN CONSIDERATION

As a condition of the Client retaining the Contractor and the Client

providing the Confidential Information to the Contractor in addition

to other valuable consideration, the receipt and sufficiency of which

consideration is hereby acknowledged, the parties to this Agreement

agree as follows:

CONFIDENTIAL INFORMATION

1. All written and oral information and materials disclosed or

provided by the Client to the Contractor under this Agreement

constitute Confidential Information regardless of whether such

information was provided before or after the date of this Agreement

or how it was provided to the Contractor.

.

2. The Contractor acknowledges that in any position the Contractor

may hold, in and as a result of the Contractor's retainer by the

Client, the Contractor will, or may, be making use of, acquiring or

adding to information about certain matters and things which are

confidential to the Client and which information is the

exclusive property of the Client.

.

3. 'Confidential Information' means all data and information relating

to the business and management of the Client, including but not

limited to, the following:

.

a. 'Business Operations' which includes internal personnel and

financial information of the Client, vendor names and other vendor

information (including vendor characteristics, services and

agreements), purchasing and internal cost information, internal

services and operational manuals, external business contacts

including those stored on social media accounts or other similar

platforms or databases operated by the Client, and

the manner and methods of conducting the Client's business;

.

b. 'Customer Information' which includes names of customers of the

Client, their representatives, all customer contact information,

contracts and their contents and parties, customer services, data

provided by customers and the type, quantity and specifications of

products and services purchased, leased, licensed or received

by customers of the Client;

.

c. 'Intellectual Property' which includes information relating to the

Client's proprietary rights prior to any public disclosure of such

information, including but not limited to the nature of the

proprietary rights, production data, technical and engineering data,

technical concepts, test data and test results, simulation results, the

status and details of research and development of products and

services, and information regarding acquiring, protecting, enforcing

and licensing proprietary rights

(including patents, copyrights and trade secrets);

.

d. 'Service Information' which includes all data and information

relating to the services provided by the Client, including but not

limited to, plans, schedules, manpower, inspection, and training

information;

.

e. 'Product Information' which includes all

specifications for products of the Client as well as work product

resulting from or related to work or projects performed or to be

performed for the Client or for clients of the Client, of any type or

form in any stage of actual or anticipated research and development;

.

f. 'Production Processes' which includes processes used in the

creation, production and manufacturing of the work product of the

Client, including but not limited to, formulas, patterns,

molds, models, methods, techniques, specifications, processes,

procedures, equipment, devices, programs, and designs;

.

g. 'Accounting Information' which includes, without limitation, all

financial statements, annual reports, balance sheets, company asset

information, company liability information, revenue and expense

reporting, profit and loss reporting, cash flow reporting, accounts

receivable, accounts payable, inventory reporting, purchasing

information and payroll information of the Client;

.

h. 'Marketing and Development Information' which includes

marketing and development plans of the Client, price and cost data,

price and fee amounts, pricing and billing policies, quoting

procedures, marketing techniques and methods of obtaining

business, forecasts and forecast assumptions and volumes, and

future plans and potential strategies of the Client which have been

or are being discussed;

.

i. 'Computer Technology' which includes all scientific and technical

information or material of the Client, pertaining to any machine,

appliance or process, including but not limited to, specifications,

proposals, models, designs, formulas, test results and reports,

analyses, simulation results, tables of operating conditions,

materials, components, industrial skills, operating and testing

procedures, shop practices, know-how and show-how;

.

j. 'Proprietary Computer Code' which includes all sets of statements,

instructions or programs of the Client, whether in human readable

or machine-readable form, that are expressed, fixed, embodied or

stored in any manner and that can be used directly or indirectly in a

computer ('Computer Programs'); any report format, design or

drawing created or produced by such Computer Programs; and all

documentation, design specifications and charts, and operating

procedures which support the Computer Programs; and

.

k. Confidential Information will also include any information that

has been disclosed by a third party to the Client and is protected by

a non-disclosure agreement entered into between the third party

and the Client.

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4. Confidential Information will not include the following

information:

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a. Information that is generally known in the industry of the Client;

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b. Information that is now or subsequently becomes generally

available to the public through no wrongful act of the Contractor;

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c. Information rightly in the possession of the Contractor prior to

the disclosure to the Contractor by the Client;

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d. Information that is independently created by the Contractor

without direct or indirect use of the Confidential Information; or

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e. Information that the Contractor rightfully obtains from a third

party who has the right to transfer or disclose it.

OBLIGATIONS OF NON-DISCLOSURE

5. Except as otherwise provided in this Agreement, the Contractor

must not disclose the Confidential Information.

.

6. Except as otherwise provided in this Agreement, the Confidential

Information will remain the exclusive property of the Client and will

only be used by the Contractor for the Permitted Purpose. The

Contractor will not use the Confidential Information for any purpose

that might be directly or indirectly detrimental to the Client or any

associated affiliates or subsidiaries.

.

7. The obligations to ensure and prevent the disclosure of the

Confidential Information imposed on the Contractor in this

Agreement and any obligations to provide notice under this

Agreement will survive the expiration or termination, as the case

may be, of this Agreement and will be continuous from the date of

this Agreement for a period of five years after the end of the

Agreement, except in the case of any Confidential Information which

is a trade secret in which case those obligations will last indefinitely.

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8. The Contractor may disclose any of the Confidential Information:

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a. to such employees, agents, representatives and advisors of the

Contractor that have a need to know for the Permitted Purpose

provided that:

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i.  the Contractor has informed such personnel of the confidential

nature of the Confidential Information;

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ii. such personnel agree to be legally bound to the same burdens of

non-disclosure and non-use as the Contractor;

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iii. the Contractor agrees to take all necessary steps to ensure that

the terms of this Agreement are not violated by such personnel; and

.

iv. the Contractor agrees to be responsible for and indemnify the

Client for any breach of this Agreement by their personnel.

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b. to a third party where the Client has consented in writing to such

disclosure; and

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c. to the extent required by law or by the request or requirement of

any judicial, legislative, administrative or other governmental body.

AVOIDING CONFLICT OF OPPORTUNITIES

9. It is understood and agreed that any business opportunity relating

to or similar to the Client's current or anticipated business

opportunities coming to the attention of the Contractor

during the Contractor's retainer is an opportunity belonging to the

Client. Accordingly, the Contractor will advise the Client of the

opportunity and cannot pursue the opportunity, directly or

indirectly, without the written consent of the Client.

.

10.  Without the written consent of the Client, the Contractor further

agrees not to directly or indirectly, engage or participate in any

other business activities which the Client, in its reasonable

discretion, determines to be in conflict with the best interests of the

Client.

NON-SOLICITATION

11.  Any attempt on the part of the Contractor to induce others to

leave the Client's employ, or any effort by the Contractor to

interfere with the Client's relationship with its other employees and

contractors would be harmful and damaging to the Client. The

Contractor agrees that from the date of this agreement until the end

of the contractors contract, the Contractor will not in any way,

directly or indirectly:

.

a. induces or attempt to induce any employee or contractor of the

Client to quit their employment or retainer with the Client;

.

b.  otherwise interfere with or disrupt the Client's relationship with

its employees or contractors;

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c. discuss employment opportunities or provide information about

competitive employment to any of the Client's employees or

contractors; or

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d. solicits, entice, or hire away any employee or contractor of the

Client. This obligation will be limited in scope to those persons that

were employees or contractors of the Client at

the same time that the Contractor was retained by the Client.

OWNERSHIP & TITLE

12.  The Contractor acknowledges and agrees that all rights, title and

interest in any Confidential Information will remain the exclusive

property of the Client. Accordingly, the Contractor specifically

agrees and acknowledges that the Contractor will have no interest in

the Confidential Information, including, without limitation, no

interest in know-how, copyright, trademark or trade names,

notwithstanding the fact that the Contractor may have created or

contributed to the creation of that Confidential Information.

.

13.  The Contractor does hereby waive any moral rights that the

Contractor may have with respect to the Confidential

Information.

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14.  The Confidential Information will not include anything

developed or produced by the Contractor during the term of this

Agreement, including but not limited to intellectual property,

process, design, development, creation, research, invention,

know-how, trade name, trademark or copyright that:

.

a. was developed without the use of any equipment, supplies, facility

or Confidential Information of the Client;

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b. was developed entirely on the Contractor's own time;

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c. does not relate to the actual business or reasonably anticipated

business of the Client;

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d. does not relate to the actual or demonstrably anticipated processes, research, or development of the Client; and

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e. does not result from any work performed by the Contractor for

the Client.

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15. The Contractor agrees to immediately disclose to the Client all

Confidential Information developed in whole or in part by the

Contractor during the term of the Retainer and to assign to the

Client any right, title or interest the Contractor may have in the

Confidential Information. The Contractor agrees to execute any

instruments and to do all other things reasonably requested by the

Client (both during and after the term of the Retainer) in order to

vest more fully in the Client all ownership rights in those items

transferred by the Contractor to the Client.

CONTINUE

CLASSIC BOUGIE CUTE