NON-DISCLOSURE AGREEMENT

April, 2019
This AGREEMENT is made on __________________, by and between Brainfuse, Inc., a New York Corporation
Daniel Diaz da Costa
("Company"), and __________________________________, an individual retained as an independent contractor to
provide tutoring services for the Company ("Recipient").

The Company is, among other things, engaged in the provision of online tutoring services, software
development, and the general provision of educational services;

The Company, through its representatives and advertising media, has developed a large and extensive trade
with a substantial number of customers which are of great value to the Company; and

Recipient desires to provide services to the above described Company;

The parties hereto agree that the covenants, agreements and restrictions contained herein are necessary to
protect the business goodwill, business interests and proprietary rights of the Company.

The parties covenant and agree as follows:

1. Company agrees to retain the tutoring services of Recipient.

2. RECIPIENT agrees that throughout RECIPIENT’s retention of services by the Company, and for a period
of two (2) years immediately following RECIPIENT’s retention of services by the Company, Recipient will not
himself or herself or on behalf of any other person, partnership, corporation, or association, disclose sales, strategic
information, trade secrets, training procedures, or any other proprietary information of the Company which
RECIPIENT learned or became aware of during the course of RECIPIENTS’s retention of services by the
Company. Such confidential information shall include, but is not limited to, all technical architecture, coding,
software, tutor routing and staffing formulas, client lists and client pricing information.

3. This Agreement shall be construed and performed according to the laws of the State of New York,
excluding its conflicts of law rules.

4. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby and, if
possible, any invalid, illegal or unenforceable provision shall be limited or interpreted to the minimum extent
necessary to cure its defect.

Signed on [DATE] ___________________________

BRAINFUSE By: ___________________________

RECIPIENT: By: ___________________________

Print Name: ___________________________
Daniel Diaz

US_ACTIVE-111589651.1-MOOFFER 04/28/2016 10:16 AM