Non-disclosure & Confidential Agreement

CONTINUED (2)

REMEDIES

16.  The Contractor agrees and acknowledges that the Confidential

Information is of a proprietary and confidential nature and that any

disclosure of the Confidential Information to a third party in breach

of this Agreement cannot be reasonably or adequately compensated

for in money damages and would cause irreparable injury to the

Client.

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Accordingly, the Contractor agrees that the Client is entitled to, in

addition to all other rights and remedies available to it at law or in

equity, an injunction restraining the Contractor and any agents of

the Contractor, from directly or indirectly committing or engaging

in any act restricted by this Agreement in relation to the

Confidential Information.

RETURN OF CONFIDENTIAL INFORMATION

17.  The Contractor agrees that, upon request of the Client, or in the

event that the Contractor ceases to require use of the Confidential

Information, or upon expiration or termination of this Agreement,

or the expiration or termination of the Retainer, the Contractor will

turn over to the Client all documents, disks or other computer

media, or other material in the possession or control of the

Contractor that:

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a. may contain or be derived from ideas, concepts, creations, or

trade secrets and other proprietary and Confidential Information as

defined in this Agreement; or

b.is connected with or derived from the Contractor's services to the

Client.

NOTICES

18.  In the event that the Contractor is required in a civil, criminal or

regulatory proceeding to disclose any part of the Confidential

Information, the Contractor will give to the Client prompt written

notice of such request so the Client may seek an appropriate remedy

or alternatively to waive the Contractor's compliance with the

provisions of this Agreement in regard to the request.

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19.  If the Contractor loses or makes unauthorized disclosure of any

of the Confidential Information, the Contractor will immediately

notify the Client and take all reasonable steps necessary to retrieve

the lost or improperly disclosed Confidential Information.

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20.  Any notices or delivery required in this Agreement will be

deemed completed when hand-delivered, delivered by agent, or

seven days after being placed in the post, postage prepaid, to the

parties at the addresses contained in this Agreement or as the

parties may later designate in writing.

REPRESENTATIONS

22.  In providing the Confidential Information, the Client makes no

representations, either expressly or impliedly as to its adequacy,

sufficiency, completeness, correctness or its lack of defect of any

kind, including any patent or trademark infringement that may

result from the use of such information.

TERMINATION

23.  This Agreement will automatically terminate on the date that the

Contractor's Retainer with the Client terminates or expires, as the

case may be. Except as otherwise provided in this Agreement, all

rights and obligations under this Agreement will terminate at that

time.

ASSIGNMENT

24.  Except where a party has changed its corporate name or merged

with another corporation, this Agreement may not be assigned or

otherwise transferred by either party in whole or part without the

prior written consent of the other party to this Agreement.

AMENDMENTS

25.  This Agreement may only be amended or modified by a written

instrument executed by both the Client and the Contractor.

GOVERNING LAW

26.  This Agreement will be construed in accordance with and

governed by the laws of the State of Wisconsin.

GENERAL PROVISION

27.  Time is of the essence in this Agreement.

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28.  This Agreement may be executed in counterpart.

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29.  Headings are inserted for the convenience of the parties only

and are not to be considered when interpreting this Agreement.

Words in the singular mean and include the plural and vice versa.

Words in the masculine mean and include the feminine and vice

versa.

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30.  The clauses, paragraphs, and subparagraphs contained in this

Agreement are intended to be read and construed independently

of each other. If any part of this Agreement is held to be invalid, this

invalidity will not affect the operation of any other part of this

Agreement.

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31.  The Contractor is liable for all costs, expenses and expenditures

including, and without limitation, the complete legal costs incurred

by the Client in enforcing this Agreement as a result of any default of

this Agreement by the Contractor.

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32.  The Client and the Contractor acknowledge that this Agreement

is reasonable, valid and enforceable. However, if a court of

competent jurisdiction finds any of the provisions of this Agreement

to be too broad to be enforceable, it is the intention of the Client and

the Contractor that such provision be reduced in scope by the court

only to the extent deemed necessary by that court to render the

provision reasonable and enforceable, bearing in mind that it is the

intention of the Contractor to give the Client the broadest possible

protection against disclosure of the Confidential Information.

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33.  No failure or delay by the Client in exercising any power, right or

privilege provided in this Agreement will operate as a waiver, nor

will any single or partial exercise of such rights, powers or privileges

preclude any further exercise of them or the exercise of any other

right, power or privilege provided in this Agreement.

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34.  This Agreement will inure to the benefit of and be binding upon

the respective heirs, executors, administrators, successors and

assigns, as the case may be, of the Client and the Contractor.

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35.  This Agreement constitutes the entire agreement between the

parties and there are no further items or provisions, either oral or

otherwise.

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