NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT

This Non-Disclosure & Non-Circumvention Agreement is made and entered into

effective August 10, 2016, between Growth Hack God, LLC, a California Limited
Liability Company (said entity, along with an assignee to which their rights and
obligations under this Agreement may be assigned, is the Disclosing Party) and
Kevin Wayns, whose principal business office is at 1747 E Tulpehocken St Philadelphia,
PA 19138 (hereinafter Receiving Party). Receiving Party and Disclosing Party may
be hereinafter referred to collectively as the PARTIES, or each individually as a
PARTY.
Disclosing Party has created certain ideas, concepts and proprietary information and has
agreed to identify various partners, affiliates and third parties that may be a
potential supplier, consultant, campaign or marketing specialist, content provider or
other solutions provider or other third parties (hereinafter collectively the Potential
Affiliates) that Disclosing Party may propose as participants in its campaign
efforts or in some other kind some kind of content publication, commercial,
contractual or business undertaking or endeavor with Receiving Party. Any business
opportunity of Receiving Party evaluated or undertaken with or involving the current
Potential Affiliates or their current or future principals or affiliated companies and
Receiving Party are hereinafter referred to as the Opportunity.
In the course of evaluating the Opportunity, it is anticipated that the Disclosing
Party will deliver or otherwise disclose to Receiving Party the identity of the
Potential Affiliates and potentially certain trade secrets or confidential or proprietary
information regarding Disclosing Partys business and services and the Opportunity, as
well as potentially valuable business contacts and data. For purposes hereof, Receiving
Party shall include the party executing this Agreement and all related parties or entities
and all affiliates thereof (the Affiliates). As used herein, Affiliates shall include
any subsidiary, partner, agent, employee, representative, or other associated person
or entity associated with Receiving Party.
Therefore, in consideration of the mutual promises and covenants made herein, THE
PARTIES AGREE AS FOLLOWS:
1. Interest in Proprietary Information. In consideration of this Agreement,
Disclosing Party and Potential Affiliates will disclose to the Receiving Party the
identity of Potential Affiliates and the nature of its known business, certain
Information including, but not limited to, campaign slogans, concepts, taglines
and strategies, campaign opportunities, technologies, contacts, marketing
concepts, and polling and other data and information, all to be used solely for
the evaluation and consideration by Receiving Party in connection with the
Opportunity. Such Information is a commercial asset of considerable value to
Disclosing Party, which it is willing to disclose only under the terms and
conditions set forth below. This Agreement, when signed and initialed by
authorized representatives of each PARTY, will confirm that Receiving Party is

willing to receive such Information from Disclosing Party, subject to the following
terms and conditions, which the PARTIES intend to be legally binding.
2. Proprietary Information. The term Proprietary Information is defined as all
non-public information relating to Disclosing Party and the Potential Affiliates, if
revealed by either of them to the Receiving Party. This also refers to the content,
substance or effect of such information, including, but not limited to, all
contacts, specific opportunities relating to, or revealed in, any Proprietary
Information or campaign related data.
3. Definition of Confidential. Receiving Party agrees that all Proprietary
Information exchanged and or discussed is considered Confidential to Disclosing
Party and/or the Potential Affiliates.
Additionally, the identity of Potential Affiliates and all Proprietary Information
disclosed orally or in writing is considered as Confidential.
4. Receiving PARTYs Representations. Receiving Party agrees to maintain in
confidence all
Proprietary Information and information designated as Confidential by Disclosing
Party and Potential
Affiliates, shall maintain a secure system for its storage and handling, and shall
otherwise treat such Proprietary Information with at least the same degree of
care that Receiving Party affords its own Proprietary Information.
Use of Proprietary Information. Subject to the circumstances delineated herein,
the Receiving Party shall not disclose or commercially use any Proprietary Information
in any way or to any person or entity without Disclosing Partys prior written consent.
Receiving Party shall not use any Proprietary Information for purposes other than
those set forth herein.
5. Agreement Not to Circumvent. Disclosing Party has agreed to identify and
facilitate communications between Receiving Party and the Potential Affiliates in
sole reliance of Receiving Partys agreement that it will not enter into a written
agreement, understanding, promise or commitment, or accept a job or order
regarding the Opportunity without entering into a written agreement with
Receiving Party, under which acceptable compensation will be paid to Disclosing
Party, on terms and conditions and in form and substance acceptable to it. If an
Opportunity is presented or offered by or to Receiving Party involving Potential
Affiliates which it wishes to entertain, it agrees to immediately negotiate with
Disclosing Party in good faith to reach an acceptable agreement with it including
payment, remuneration, commissions, fees or participation to be paid to
Disclosing Party in any transaction or exchange associated with the Opportunity.
It shall contemporaneously share with Disclosing Party all communications
between it and Potential Affiliates until such an agreement is executed.
Receiving Party agrees not to enter into any agreement, understanding, or
promise or commitment regarding an Opportunity without acceptable
compensation being paid to Disclosing Party. During the Term of this Agreement,
Receiving Party will not directly or indirectly compete against Disclosing Party
with respect to its interest in Potential Affiliates and their business or business
NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT
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opportunities, or with respect to the Proprietary Information disclosed hereunder.

Receiving Party agrees that it shall not enter into any transaction or other
business dealings with any third party introduced by or through Disclosing Party
or Potential Affiliate during the Term hereof, without first having entered into a
written agreement regarding same with Disclosing Party.
6. Further Agreements. Nothing contained in this Agreement shall be construed,
by implication or otherwise, as an obligation to enter into any further
agreements relating to the Proprietary Information or as a grant of a license to
use such Information other than for evaluation and consultation purposes.
7. Return of Documents. In the absence of further written agreement of the
PARTIES, the Receiving Party shall cease all use and make no further use of the
Information disclosed by Disclosing Party or Potential Affiliates after October 30,
2016. In addition, upon such completion or upon the earlier written request of
Disclosing Party, Receiving Party shall return to all Proprietary Information that
has been delivered pursuant to this Agreement, including all notes, memoranda,
tapes, diskettes, or any writing or documentation of any kind prepared by the
Receiving Party which contain or utilize the Proprietary Information, together
with all copies thereof, as well as all testing results, data, analyses and
conclusions reached by Receiving Party or in connection with its due diligence or
assessments made hereunder. In circumstances where the return of such
Proprietary Information cannot be readily performed, the Receiving Party agrees
to destroy said Proprietary Information. In circumstances where Receiving
Partys electronic retention policies for the results in storage of such information
electronically, it is the burden of Receiving Party to assure compliance with
nondisclosure aspect of associated electronic media retained. With respect to
hardcopies, the Receiving Party will retain no copies of any Proprietary
Information.
8. Exclusion from Proprietary Information. The confidentiality and non-use
obligations of this Agreement will not apply to any information that Receiving
Party can establish by competent proof: Was in the Receiving Partys possession
at the time of disclosure and was not acquired from or through Disclosing Party
or Potential Affiliates or is received from third parties other than Disclosing Party
or Potential Affiliates, that is rightfully in Receiving Partys possession and is not
subject to a confidentiality obligation of Receiving Party or Potential Affiliates; or
was developed by the Receiving Party independent of Disclosing Party or any
Confidential or Proprietary Information hereunder; or at the time of disclosure is
in the public domain (except with respect to the identity of Potential Affiliates);
or after disclosure, becomes part of the public domain by publication or
otherwise, other than any breach of this Agreement or any other confidentiality
agreement of Disclosing Party or Potential Affiliates or is intentionally disclosed
without restriction to Receiving Party, or is required to be disclosed by Receiving
Party to comply with applicable laws, to defend or prosecute litigation, or to
comply with governmental regulation, provided that the Receiving Party gives
the Receiving Party prior written notice of such disclosure and takes reasonable
steps to avoid and/or minimize the effect of such disclosure.

NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT

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9. Termination. This agreement may be terminated by either of the PARTIES upon

thirty (30) days written notice to the other. However, either PARTY may
terminate this Agreement immediately for Cause, where Cause is defined as
the intentional breach and or willful misconduct of a PARTY as to the mutual
promises and covenants made herein. All obligations created hereunder shall
continue and remain in full force and effect for a period ending the later of three
(3) years from the date that the PARTIES have signed this Agreement or two (2)
years from the date of any such termination.
10.
Dispute Resolution. In the event of any dispute, controversy or claim
relating to or arising out of this Agreement, the PARTIES agree in good faith to
discuss and attempt to resolve the same without the necessity of any formal
proceeding. A notice of the dispute must be served in writing by mail, fax,
email, courier, and/or any other certifiable medium. Each PARTY will use
reasonable efforts to resolve such disputes within ten (10) days of
receiving notice of the dispute. If a dispute is not resolved within ten
(10) days from the date of original notice, either PARTY may proceed
with a claims associated with the dispute in accordance with Section 12.
11.
Remedy of Law. This Agreement shall be construed under the laws of
the State of Georgia, without adherence to its choice of law rules. Courts of
competent jurisdiction within the State of Georgia shall have exclusive
jurisdiction and be the place of venue to resolve all claims and disputes arising
out of this Agreement. The parties each submit themselves to said jurisdiction
and venue.
a) Both of the PARTIES acknowledge that any breach of this Agreement or threatened
breach will result in irreparable injury to either PARTY and that each will be
entitled to all remedies available in law and equity. Additionally, the PARTIES
may enjoin the other from any breach of this Agreement without the need to post
a bond or other security. Furthermore one PARTY may obtain from the other
PARTY any sums or other value received by such other PARTY (or any of
its Representatives, affiliates, related entities or clients) arising from a breach of
this Agreement.
b) In connection with any successful action by either of the PARTIES or their
designees to enforce their rights under this Agreement or in collection actions
arising there from, that successful PARTY shall be entitled to recover its
reasonable attorneys fees and costs from the other.
c) It is understood and agreed that no failure or delay by any PARTY in exercising any
right, power, or privilege hereunder shall operate as the waiving of that
right. 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.
12.
Unenforceability of Provisions. If any provision of this Agreement is
prohibited or unenforceable, the remaining provisions hereof shall be
enforceable to the maximum extent permitted at law. This Agreement may be
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executed in counterparts, each of which taken together shall constitute one and
the same agreement.
13.
Authorization. Each person signing this Agreement represents and
warrants that, when and where relevant, the entity for which he or she is signing
has duly authorized this Agreement and has the authority to sign on behalf of
such entity.
16.
Relationship of the PARTIES. This Agreement does not create an
employee-employer relationship, agency, partnership, or joint venture. Neither
PARTY shall have the power to bind the other to any obligation to any third
PARTY. The rights and obligations of the PARTIES shall be limited to those
contained in this Agreement. Neither PARTY shall represent to any third PARTY
that such PARTY has the authority to represent the other PARTY.
17.
Foreign Corrupt Practices Act. The PARTIES are aware of, understand,
and have been counseled by legal counsel on the meaning of the U.S. Foreign
Corrupt Practices Act (FCPA) and the PARTIES are familiar with the FCPAs
prohibitions. The PARTIES hereby covenant and agree that they will comply fully
with the letter and spirit of the FCPA.
18.
Entire Understanding. This Agreement embodies the entire agreement
of the PARTIES, and this Agreement may not be waived or modified except
through written documents signed by authorized representatives of the PARTIES.

IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement effective
as of the date first mentioned above, through their authorized representatives.
Growth Hack God LLC (Disclosing Party)
_______________________

By:

, Member

Date: _____________________

NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT

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__ Kevin Wayns ____________ (Receiving Party)

______________________________ By:

Its____________

Date: ____________________

NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT

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