MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-COMPETITION AGREEMENT

This mutual NON-DISCLOSURE, NON-CIRCUMVENTION and NON-COMPETITION AGREEMENT is effective upon signing and is by and between The Local Salsa Company, ("Local Salsa") an OREGON Corporation on behalf of any/all/other affiliated Company or approved agents and official representatives of the above organizations (hereinafter the "Company"); and the party signing below (hereinafter "Confidant".)

1. Purpose.   The parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-competition, and a non-circumvention agreement. The parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, trade secrets, business entity formation and structuring, and tax planning. In connection with these discussions, it may be necessary and/or desirable for the Company (Local Salsa) to provide the Confidant with, or allow access to, proprietary, technical, or business data, and/or other confidential information of the Company (collectively the "Company's Information"). Likewise, the Confidant, individually and on behalf of those they represent, in connection with these discussions, may provide the Company (Local Salsa) with, or allow access to, proprietary, technical, or business data, and/or other confidential information of the Confidant (together with "Company's Information" the "Confidential Information").  The Parties agree that they are under an obligation of confidentiality. The Parties agree, that the Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties' willingness to engage in the contemplated business discussions and planning. The Parties agree not to use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in their professional and personal capacity.  

2. Confidential Information.  Confidential Information shall include, and shall be deemed to include, all information conveyed by a party orally, in writing, by demonstration, or by other media. Confidential Information shall be considered as such at the time of transmittal. Confidential Information may include, by way of example but without limitation: data, know-how, contacts, contracts, customer lists, software, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, patterns, samples, reports, devices, methods, techniques, information obtained from previous or current participants in programs of the Party, and information relating to transnational procedures. However, Confidential Information shall not include information, which can clearly be demonstrated to be:  a) Generally known or available to the public, through no act or omission on the part of the receiving party; or  b) Provided to the receiving party by a third party without any restriction on disclosure and without breach of any obligation of confidentiality to a party to this Agreement; or c) Independently developed by the receiving party without use of the Confidential Information.  

3. Duty of Confidentiality.  The Parties agree that when receipt of any Confidential Information has occurred:  a) The Parties when Disclosing or Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party; and Receiving Party shall carefully restrict access to Confidential Information to any employees, contractors, agents, and any other third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement.  Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, transmit, use, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, documents, graphics, electronic files, notes, and other written, printed, or electronic copies, or other tangible materials or digital files in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. b) The Parties shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information.  c) Each Party shall permit access to its Confidential Information to the Receiving Party’s agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of the Party evaluating, contemplating, recommending, or engaging in any program, service, or venture offered by the Disclosing Party or for the purpose of entering into a business relationship with the Disclosing Party, and only if said agents, employees, or third parties:

1. Reasonably require access to the Confidential Information for purposes approved by this Agreement, and

2. Have been apprised of this Agreement and the Party’s obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Agreement.  

3. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.  

4. Duty of Non-Competition.  The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Confidant agrees it shall not use any advantages derivable from such confidential information in its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.  Likewise the Company agrees it shall not use any advantages derivable from such confidential information in its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.  Throughout the duration of this agreement the Reciving Party shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed to be a result of: the knowledge gained by accessing relationships incubated by officers and representatives of the Disclosing Party; or any new ventures discussed with the Disclosing Party; including by example password protected information on the bendland.com or localsalsa.com websites, without the written consent of the Disclosing Party. The Parties warrant and guarantee that throughout the duration of this agreement and for a period not to exceed two years following the culmination, completion or termination of this Agreement, that The Receiving Party shall not directly or indirectly engage in any business that would be considered similar in nature to The Disclosing Party, its subsidiaries, and any current or former clients and/or customers.  Neither Party shall solicit any client, customer, officer, staff or employee for the benefit of himself/herself or a third party that is or may be engaged in a similar business.

5. Duty of Non-Circumvention.  The Parties hereby agree for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the Disclosing Party of profits, fees or otherwise, without the specific written approval of the Disclosing Party.

6. No Representations.  The Parties understand that the Disclosing Party makes no representation or warranty as to the accuracy or completeness of the information it provides to the Receiving Party. The Parties agree that Each Party's advisers, representatives, agents, or employees shall also be held liable for utilization of Confidential Information which results from the Recipient’s use of said information.  

7. Term Subject to 3(d) above, this Agreement shall, by mutual consent of the parties, remain in force and affect for a period of  (2) years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto.

8. Remedies for Breach.  The parties hereto agree that in the event of breach, remedies include injunctive relief or a claim for actual damages including lost profits. In the event actual damages are speculative of difficult to ascertain, the minimum liquidated damage amount shall be $1,500.00 per violation.

9. Miscellaneous.

a.  As used in this Agreement; the following terms shall have the following meanings:  "Agents or employees" includes the directors, officers and employees of any of the parties, it also includes the Confidant, any corporation, partnership, association, business trust, contractual organization, group, or other entity of which the Confidant is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned.

b. Except for the limited right to use granted in section 3(c) herein, no right or license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder.  

c. No agency or partnership relationship is created between the parties by this Agreement.

d. No party has an obligation under this Agreement to purchase any service or item from any of the other parties, or to offer any service or item for sale to any of the other parties and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the parties hereto.  

10. Modifications. Any and all additions, modifications, and waivers of this Agreement must be made in writing and signed by all parties. However, the failure of a party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.  

11. Jurisdiction. This Agreement is made and shall be governed and construed in accordance with the laws of the State of Oregon, established in Truth and Substance by the Grace of God through Our Sovereign Lord and Savior Jesus, the Christ, and which is the Foundation of Law, customs, and usages common among all bondservants of Christ, being co-heirs and appointed co-Executors of His Testament governing His Estate brought into being by His original Act sworn to by Him in His Testament, and in execution of the Judgments declared therein by Him.  Should either Party assert that a violation has occurred, the parties agree that each Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the Party and their counsel.  

12. Severability. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any party hereto incurs any legal fees, whether or not action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled.  

13. Entire Agreement. This Agreement constitutes the entire understanding between all the parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the parties hereto and the Confidential Information.

14. Mutuality. To the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both parties, the Company and the Confidant.

IN WITNESS WHEREOF, the parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date first written above.

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