Imagine With A Mission

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”) is effective as of {dateSigned} between Imagine with a Mission (“IWAM”) and {recipient} and all of their/its Members, Shareholders, Employees, Agents and Contractors (collectively, the “Recipient”).

WHEREAS, IWAM operates a 501(c)(3) non-profit and seeks to pursue many charitable endeavors to benefit disadvantaged communities in or near St. Louis, Missouri, and

WHEREAS, IWAM must maintain as confidential and proprietary the nature of its charitable projects, the location of its charitable projects, the potential targets for such projects, the amount of funding dedicated for any particular purpose, the source of IWAM’s funding, its financial information, the financial information of its community partners, the financial information and the very identity of those persons or organizations that seek assistance from IWAM, the fact that any person or organization has sought assistance, the vendors and contractors used by IWAM, the processes, methods and documents used in connection with the provision of IWAM’s services, and all non-public information that IWAM possesses, and

WHEREAS, IWAM has invited Recipient to review and provide consultation on certain charitable endeavors of IWAM (collectively, the “Consultation”), and

WHEREAS, IWAM will be providing Recipient with confidential, proprietary, non-public information in connection with the Consultation, and

WHEREAS, Recipient acknowledges that it is bound by law, principles of good faith and fair dealing, or codes of professional conduct to ensure that all of the information provided by IWAM to Recipient remains confidential and is protected, and

WHEREAS, IWAM desires to further memorialize and protect the proprietary and confidential nature of such information.

NOW, THEREFORE, in order to facilitate the provision of the Consultation by Recipient to IWAM, and for other good and valuable consideration, the adequacy of which the undersigned acknowledge, the undersigned agree as follows:

1. “Confidential Information” shall mean any information received by Recipient from IWAM or its representatives, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents),

relating to the business and financial affairs of IWAM, including, but not limited to, information about IWAM’s charitable projects, the amount of funding dedicated for any particular purpose, the source of IWAM’s funding, the location of its charitable projects, the potential targets for such projects, its financial information, the financial information of its community partners, the financial information and the very identity of

those persons or organizations that seek assistance from IWAM, the fact that any person or organization has sought assistance, the vendors and contractors used by IWAM, the processes, methods and documents used in connection with the provision of IWAM’s services, and all non-public information that IWAM possesses that IWAM deems confidential or proprietary and has not been publicly disclosed.

2. Non-Use and Non-Disclosure. Recipient agrees not to use any Confidential Information for any purpose except to provide the Consultation. Recipient agrees that the Confidential Information shall be and remain under the custody and control of the IWAM and shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient and its agents and representatives shall (i) maintain the confidentiality of the Confidential Information, (ii) direct its officers, employees, managers, members, agents, and representatives to maintain such confidentiality, (iii) not disclose any of such Confidential Information to any third party in any manner whatsoever, in whole or in part, without the express prior written authorization of IWAM except to employees and agents of Recipient who need to know the Confidential Information for the purpose of enabling Recipient to provide the Consultation, and who shall be informed by Recipient of the confidential nature of the Confidential Information, (iv) keep a log of the names, addresses, email addresses, and personal telephone numbers of all persons and entities that Recipient shares the Confidential Information with, and (v) not use any of the Confidential Information for its benefit or the benefit of any third party. Any agent or representative of Recipient who is authorized by this Agreement to review any Confidential Information must be provided a copy of this Agreement and must agree to its terms by initialing a copy of this Agreement. Immediately thereafter, Recipient must furnish the initialed copy to IWAM along with the contact information referenced above. Recipient shall not make copies of the Confidential Information except to the extent necessary to provide the Consultation.

3. Return of Materials. All Confidential Information shall be and remain the property of IWAM and shall be, upon IWAM’s request, promptly returned to IWAM or, at the option of IWAM, destroyed with such destruction verified to IWAM by a written statement signed by Recipient.

4. No License. Nothing in this Agreement is intended to grant Recipient any right in or to the Confidential Information except as expressly set forth herein.

5. Enforcement. The breach of any of the provisions of this Agreement may cause IWAM substantial and irreparable loss and injury and IWAM may not have an adequate remedy at law. In the event of any such breach or violation, either threatened or actual, IWAM and its representatives shall be authorized and entitled, in addition to pursuing any other rights available to it at law or in equity, to obtain from any court of competent jurisdiction, any and all injunctive relief or restraining orders available to prohibit, bar, and restrain any and all such breaches or violations by Recipient and/or its agents and representatives. The parties agree that IWAM’s actual loss in connection

with Recipient’s breach of this agreement is impossible to fully quantify because of the early developmental stage of the products at issue. Accordingly, the parties agree that IWAM will be entitled to recover liquidated damages in the amount of one hundred thousand dollars at its sole option, for Recipient’s breach of this Agreement. The parties agree that this sum represents damages to IWAM in the event of a breach and the parties further agree that this sum is not a penalty to Recipient. The liquidated damage amount to IWAM is therefore reasonable and appropriate by stipulation of the parties. In addition, IWAM shall be entitled to its attorneys’ fees and costs in connection with the enforcement of this Agreement. Should Recipient incur attorneys’ fees and costs in connection with this Agreement, Recipient will not be entitled to attorneys’ fees and costs in any event.

6. Certain Disclosure. In the event that Recipient or anyone to whom Recipient transmits the Confidential Information in accordance with this Agreement becomes legally compelled to disclose any of the Confidential Information, Recipient will provide IWAM with prompt notice thereof so that IWAM, and/or its representatives may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Recipient will furnish only that portion of the Confidential Information that is legally required to be furnished.

7. Non-Exclusive Remedy. The restrictions expressed in this Agreement are in no way intended to supersede or limit any rights which IWAM, and any of its representatives may have pursuant to state or federal law pertaining to trade secrets or proprietary information, and, in the event any such federal or state law provides greater protections of any Confidential Information than the protections set forth in this Agreement, such greater protections shall apply.

8. Miscellaneous. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. Any amendment to or cancellation of the terms of this Agreement, to be effective, shall be made in writing and signed by all of the parties hereto or their respective successors or assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. In construing the terms of this Agreement, no presumption shall operate in either party’s favor as a result of its attorneys’ role in drafting the terms or provisions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Recipient shall not assign or transfer any right or obligations under this Agreement without the prior written consent of IWAM. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which shall constitute one and the same Agreement. The signature of any party may be transmitted by

email, facsimile or any other means which reasonably indicates the party’s assent to this Agreement.

9. Choice of Law, Venue, No Arbitration. The parties agree that any dispute arising between them or on account of this Agreement shall be governed exclusively by Missouri law, and any such dispute, if either party desires to litigate, may only be litigated in the Circuit Court for St. Louis County, Missouri. The parties agree that this venue, and this choice of law, are reasonable given IWAM’s location in St. Louis County, Missouri. The parties expressly waive and release any right under any federal statute or code to remove, or to cause to be filed, any action to or in any federal district court. Specifically, the parties agree that any cause of action filed in the Circuit Court for St. Louis County, Missouri, may not be removed to any federal district court regardless of diversity of citizenship of the parties, the amount in controversy, or any federal question. Any lawsuit stays in the Circuit Court for St. Louis County, Missouri. No party may compel Arbitration for any reason. To the extent any prior agreement between or involving the parties contains an arbitration provision, the parties agree that this Agreement controls and that there will be no arbitration between the parties for any reason.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed to be effective as of the date set forth above.

Electronically Signed by Laura Wasson, President, Imagine With A Mission

Laura Wasson
President