MUTUAL NON-DISCLOSURE AGREEMENT. THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is between Growtality, Inc a New Jersey S-Corp (“Growtality”) and the individual referred to on the signature page thereof (INDIVIDUAL”). (“Growtality”) and the (“INDIVIDUAL”) referred to on the signature page may be individually referred to as a “Party” and collectively as the “Parties”). WHEREAS, It is the intention of Growtality and INDIVIDUAL to disclose to one another and with other Individuals in the Mastermind Group a wide variety of sensitive and confidential information during upcoming interactions with the Career Life Mastery Mastermind bi-weekly sessions and ANY (if any) follow up outside of the group weekly sessions. Growtality and INDIVIDUAL consider such interactions to potentially be an integral part of its ongoing Mastermind Group and joint growth and desires to share the sensitive and confidential information but only if the Parties agree to terms of tight and strict confidentiality. PARTIES and other INDIVIDUALS may disclose confidential information to each other. The purpose of the Parties involvement is to both contribute and benefit from the group Mastermind session focused on becoming one’s best self through becoming competent and any other matter that the Parties determine are capable and willing to provide help with. WHEREAS INDIVIDUAL will be participating in highly confidential discussions with representatives of Growtality and other INDIVIDUALS enrolled in the Mastermind Group. NOW THEREFORE, in consideration of the foregoing and being invited to participate in highly confidential discussions, as well as other good and valuable consideration passing between INDIVIDUAL and Growtality hereby agrees and covenants as follows: a. Definitions. For the purposes of this Agreement, the term “Confidential Information” means any proprietary information of the Parties, whether electronic, written or otherwise recorded, that is identified by Growtality or INDIVIDUAL as non-public, confidential or proprietary in nature, or given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as being confidential or proprietary. Without in any way limiting the generality of the foregoing, the following information shall ALWAYS be considered Confidential Information or, whether or not specifically identified as such:a. ALL THOUGHTS AND FEELINGS. Any shared thoughts and feelings about one’s personal life shared by ANY INDIVIDUAL in the Mastermind Group will be kept in the strictest confidence by both Parties. b. DOCUMENTS. Any documents shared by any INDIVIDUAL in the Mastermind Group shall remain in the strictest confidence by both Parties. c. BRAINSTORMING . Any brainstorming around a new project or idea shared by any INDIVIDUAL in the Mastermind Group shall remain in the strictest confidence by both Parties. d. PROBLEMS and or CHALLENGES. Any discussions around particular problems and challenges shared by any INDIVIDUAL in the Mastermind Group shall remain in the strictest confidence by both Parties. e. FINANCIAL INFORMATION. Any non-public financial information shared by any INDIVIDUAL in the Mastermind group will remain in the strictest confidence by both parties. f. Obligations Agreed to by both Parties. INDIVIDUAL and Growtality hereby agree that neither shall not, in any way, otherwise use, discuss, or disclose (directly or indirectly) any portion of the Confidential Information outside of any such meetings/conversations. This restriction is intended to and shall include restricting any conversations with any other attendees of future meetings at any time after the visit unless specifically authorized in writing by each Party or unless a Party has facilitated and is personally involved in such conversation(s). Without limiting the foregoing, except as expressly set forth below, both Parties hereby agree that he/she shall never use any of the Confidential Information for his/her own benefit or for the benefit of any person or entity or business enterprise other than Growtality and ONLY personal use by INDIVIDUAL.If at any point any portion of the Confidential Information is publicly and formally released by Growtality or INDIVIDUAL to the general public, then at such time the Parties may use such company disclosed information for other purpose(s). Each Party hereby acknowledges and agrees that each Party is the sole and exclusive owner of the Confidential Information it provides and that each Party has no independent or individual claim to such Confidential Information for any purpose except as expressly set forth in this Agreement. Each Party shall take all reasonable steps to prevent the unauthorized disclosure or use of any and all Confidential Information and further agrees to immediately notify the other Party in the event he/she becomes aware of any unauthorized use or disclosure of any portion of the Confidential Information. Each Party agrees to, as may be requested by either Party, to immediately return and/or destroy any Confidential Information in the possession of or under the control of receiving Party, including but not limited to destroying and/or returning any notes (computerized or otherwise) given to or taken or maintained by either Party. a.b.c.d.e.f Survival of Obligations. The obligations of this Agreement shall survive the termination of any association between INDIVIDUAL and Growtality. This Agreement shall be binding upon and be enforceable against INDIVIDUAL as well as Growtality personal representatives, successors and assigns and shall inure to the benefit of the Parties and its successors and assigns. Further, This Agreement shall be binding upon and be enforceable against Growtality and INDIVIDUAL as well as their personal representatives, successors and assigns. No Other Agreements/Severability. This Agreement constitutes the entire agreement by and between the parties hereto with respect to the subject matter hereof and there are no understandings, agreements or representations with respect to the subject matter hereof, express or implied, between Growtality and INDIVIDUAL. . Governing Law. This Agreement shall be governed by the laws of the State of New Jersey applicable therein, without regard to conflict of laws principles that would have the substantive laws of Equitable Remedies. Each Party acknowledges that because of the unique and proprietary nature of the Confidential Information, a breach or threatened breach of any of the foregoing provisions could cause either Party irreparable damage and injury that would not be compensable by monetary damages alone and, accordingly, that either Party shall, in addition to all other available legal or equitable remedies, be entitled to seek injunctive relief against such breach or threatened breach any other jurisdiction apply. The Parties hereby expressly consents to the jurisdiction and venue of the state and federal courts located in and for the state of New Jersey. Severability; Waiver. If any clause or provision herein shall be judged invalid or unenforceable, it shall not affect the validity of any other provision, which shall remain in full force and effect. It is understood and agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (“Growtality”) Kerry Preston Reinagel KPR electronic Signature: Kerry Preston Reinagel 42 Main Street, Suite 3 Clinton, NJ 08809 908-963-7417 Dated: December 30, 2020. Please write in your name, initials and date below. *
