Ignite Marketing Duitsepoort 66C, 6221 HJ, Netherlands [email protected] Non Disclosure Agreement This Non Disclosure and Confidentiality Agreement ("Agreement") is entered into by and between Ignite Marketing, hereinafter known as the "Disclosing Party" located at Duitsepoort 66C, and any user of the Beta version of the Trial AI x Brand Content System, hereinafter known as the "Receiving Party", and collectively both parties known as "Parties". WHEREAS, the Parties now wish to set forth the terms and conditions of non-disclosure commitments via this Agreement; WHEREAS, “Disclosing Party” shall mean the party to this Agreement that discloses Information, directly or indirectly to the Receiving Party under or in anticipation of this Agreement, WHEREAS, “Receiving Party” shall mean the party to this Agreement that receives the Information, directly or indirectly from the Disclosing Party, NOW, THEREFORE, in consideration of the mutual promises and covenants included in this agreement, both parties agree as follows: I.Definition. Confidential Information remains protected whether disclosed orally, visually, electronically, or in writing and applies to information shared before or after the execution of this Agreement.

  1. Marketing and Development Information - Business strategies, research data, and confidential projects.
  2. Business Operations Information - Internal processes, automation systems, proprietary SOPs, and any non-public business activity.
  3. Product Information - This refers to all specifications for products produced by the Disclosing Party as well as the products resulting from or related to work or projects performed or to be performed for the Now create your own Jotform PDF document - It's Free Create your own PDF Document 1 Ignite Marketin Duitsepoort 66C Maastricht Limburg 6221hJ Netherlands VVsDVV VSV SVS SVD SDV Uruguay Document ID: 250685366413056 Disclosing Party or for its clients, or information about the product during research and development.
  4. Manufacturing and Production Processes - This includes identified processes and systematic creation of product output such as manufacturing or production such as, but not limited to formulas, technical procedures, methods, techniques, specifications, including the used devices and equipment, designs, models, or software files used for manufacturing products. This may likewise refer to Proprietary Information;
  5. Service Information - This refers to information relating to services provided by the Disclosing Party such as but not limited to manpower scheduling, training, and maintenance; Details of services, including scheduling, coaching, live sessions, and any content provided to users.
  6. Content & Intellectual Property - This refers to all information creation of the mind such as systems, workflows, templates, checklists, AI prompts, methodologies, and proprietary strategies stored in the Notion dashboard.
  7. Technology and AI-Related Information - This refers to all technical and scientific information and materials produced from formulation made by the Disclosing Party and by which information has not been publicly used, including to use of any machine, appliance, or components, including the documented scientific process. AI-generated processes, prompt engineering frameworks, and other intellectual property. Prohibition on Training AI Models – Confidential Information shall not be entered into AI training datasets, language models, or any generative AI tools.
  8. Accounting Information - This includes all financial reports, worksheets, balance sheets, undisclosed assets and liabilities, inventories, payroll, and any other information that may relate to a financial activity and by which information is not disclosed or that such disclosure has not been consented by the Disclosing Party. Confidential Information may likewise include any information disclosed by any party to the Disclosing Party that is protected by a non-disclosure agreement and by which has been accidentally, incidentally, or acquired by the Receiving Party whether directly or indirectly. II. Obligations. Now create your own Jotform PDF document - It's Free Create your own PDF Document 2 Document ID: 250685366413056 The Receiving Party undertakes that he shall make use of the Confidential Information solely for the purpose of preview and trials. The Receiving Party agrees: To maintain confidentiality and not disclose, share, or distribute Confidential Information. Not to duplicate, copy, export, or create derivative works of the Disclosing Party’s Confidential Information. Not to provide unauthorized third-party access to the Notion dashboard or its contents. Not to reverse-engineer, modify, or repurpose Confidential Information for commercial purposes. To delete or return Confidential Information upon termination of the Agreement. To report any unauthorized access or security breaches affecting Confidential Information. This clause shall survive and continue during and after the expiration or termination of this Agreement. Now create your own Jotform PDF document - It's Free Create your own PDF Document 3 Content System Trial Document ID: 250685366413056 III. Exclusions From Confidential Information. The Receiving Party shall not need the consent of the Disclosing Party to share, disclose, or copy the Confidential Information in cases where:
  9. The Confidential Information, at the time of disclosure, such information is already publicly known;
  10. Information received by the Receiving Party has already been known by the Receiving Party prior to its disclosure;
  11. The Confidential Information has been obtained by Receiving Party rightfully from any other party other than the Disclosing Party and without reason to believe that the third party is under any obligation or has an agreement with the Disclosing Party;
  12. The Confidential Information was developed by Recipient without reference or dependence to the Disclosing Party's Confidential Information. IV. Disclosure Due to Court Order/Governmental Action In the event that the Receiving Party or any of its Representatives are obligated to disclose any Confidential Information as a result of a court order or pursuant to governmental action, the Receiving Party shall give written notice to the Disclosing Party immediately to allow the Disclosing Party to object to such disclosure and/or seek a protective order or other appropriate remedy. In the event that the Disclosing Party is unsuccessful in making an objection and/or obtaining a remedy, the Receiving Party or its Representative(s) so obligated to disclose Confidential Information may disclose only such Confidential Information to the extent required by the relevant court order or governmental action and will use its best efforts to obtain confidential treatment for any Confidential Information that is so disclosed. V. Non-Compete. For a period of five (5) years following the expiration or termination of this Agreement, the Receiving Party agrees not to create, sell, distribute, or offer a competing product, system, or AI-based solution derived from or similar to the Disclosing Party’s Confidential Information. Now create your own Jotform PDF document - It's Free Create your own PDF Document 4 Document ID: 250685366413056 VI. Reporting Unauthorized Disclosure, Misappropriation or Misuse of the Confidential Information The Receiving Party shall immediately notice the Disclosing Party of any unauthorized disclosure, misappropriation or misuse by any person of any Confidential Information, upon the Receiving Party having knowledge of the same. VII. Ownership This Non Disclosure Agreement is not transferable. The Disclosing Party retains full ownership of all Confidential Information, including systems, workflows, templates, checklists, AI prompts, and methodologies. The Parties acknowledges that each party shall maintain its exclusive ownership over its own Confidential Information except as otherwise falling under the found in the Exclusions from Confidential Information clause. Neither party may obtain rights whatsoever, by license or otherwise, in the other party's Confidential Information unless otherwise with consent provided for by the other party. Any recommendation of any information made by the Receiving Party to the Disclosing Party that shall be incorporated to the Confidential Information of the Disclosing Party shall form part of the Disclosing party's Confidential Information. VIII. Return of Confidential Information. Upon termination of this Agreement and/or upon request of the Disclosing Party, all Confidential Information disclosed under this Agreement shall be returned to the Disclosing Party. Physical records, or any hardcopy material, print media, or any other physical materials containing Confidential Information shall be delivered or return to the Disclosing Party. Digital records shall be deleted and no copies shall be retained by the Receiving Party. Now create your own Jotform PDF document - It's Free Create your own PDF Document 5 Document ID: 250685366413056 Upon termination of this Agreement, the Receiving Party shall return, delete, or destroy all Confidential Information. This includes but is not limited to: Notion access revocation (if applicable). Deletion of any copies, screenshots, exports, or stored materials. Certification of destruction (if requested by the Disclosing Party). In case of destruction of Confidential Information, destruction shall be certified in writing to the Disclosing Party after the destruction of such Confidential Information before the presence of a duly authorized representative of the Disclosing Party and/or by one of Recipient’s duly authorized officers. IX. Ownership This Non Disclosure Agreement is non-transferable. The written consent of both parties is needed in order to transfer this Agreement. The Parties acknowledges that each party shall maintain its exclusive ownership over its own Confidential Information except as otherwise falling under the found in the Exclusions from Confidential Information clause. Neither party may obtain rights whatsoever, by license or otherwise, in the other party's Confidential Information unless otherwise with consent provided for by the other party. Any recommendation of any information made by the Receiving Party to the Disclosing Party that shall be incorporated to the Confidential Information of the Disclosing Party shall form part of the Disclosing party's Confidential Information. X. Rights Cumulative/Entirety/Variation/Severability The rights and remedies of each of the Parties provided herein are cumulative and not exclusive of any rights and remedies provided by law to such Party. This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). If any provision of this Agreement (or part of any provision) is found by any court or other authority of Now create your own Jotform PDF document - It's Free Create your own PDF Document 6 Document ID: 250685366413056 competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement and shall be severed accordingly, and the validity and enforceability of the other provisions of this Agreement shall not be affected. Now create your own Jotform PDF document - It's Free Create your own PDF Document 7 Document ID: 250685366413056 XI. Assignment Neither party may assign or delegate any of its rights, or delegate any of its obligations hereunder, without the prior written consent of the other party. XII. General All additions or modifications to this Agreement must be made in writing and signed by both parties. The effectivity date of this Agreement is the same as the execution date. XIII. Warranties. The Disclosing Party makes no representation or warranties whatsoever to the Receiving Party as to the accuracy, completeness, or performance of any such Confidential Information. No party shall become liable for the use of the Confidential Information. XIV. Injunctive Relief & Remedies. The Parties agree that in the event of any breach due to careless handling of the Confidential Information, the aggrieved party shall be entitled to seek injunctive relief for the protection of such party from incurring further damage or which may result to an irreparable injury. XV. Counterparts. The Parties may execute this agreement in multiple counterparts, each of which is an original but all of which shall constitute one and the same instrument. XVI. Entire Agreement. This Agreement is understood to be the complete agreement of the parties hereto and shall supersede any prior agreements and discussions relating to the subject matter hereof. Any amendments, modifications, or alterations made in this agreement shall require the affirmation by both parties to this Agreement and signed by said parties hereto. Now create your own Jotform PDF document - It's Free Create your own PDF Document 8 Document ID: 250685366413056 XVII. Separability Clause. Should any of the provisions hereto be held invalid by any competent court, such invalidity shall affect only the said provision and the remaining provisions shall continue to be valid and enforceable. XVIII. Governing Laws. This Agreement shall be governed and construed in accordance with the laws of the Netherlands, to the exclusion of other state laws and without any regard to its conflicts of laws provisions. Any disputes arising from in this agreement shall be filed with courts of the Netherlands. Each party hereby consents to the jurisdiction of said courts and waives any objection which they may have at any time to the jurisdiction of such courts, the laying of venue in such courts or the convenience of the forum.