Sign Contract

Expiration Date of this Agreement: This Agreement expires three hundred and sixty-five days (365) days from the later of the two dates above unless an earlier date is stated in the limited purpose follows.

Limited Purpose: Application of this Agreement is limited to the following transaction or other interactions between the parties:
Participation in the disclosure of salon industry businesses for sale.

1. Definition of Confidential Information
   
   1. What is included. “Confidential Information” is non-public information, know-how, and trade secrets in any form that:
      
      1. Are designated in writing as “confidential” at the time of their disclosure and include (1) corporate financial records or corporate proprietary information (e.g. trade secrets); or (2) information that a reasonable person knows or reasonably should understand to be confidential and is treated as confidential by the Disclosing Party.
      2. The Disclosing Party’s information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, or other information that is treated as confidential by the Disclosing Party, which will include, but not be limited to, documents, records, information and data (whether verbal, electronic, or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, or is prohibited from being
         disclosed for any reason pursuant to law, statute, regulation, ordinance, or contract.
   2. What is not included. The following types of information, however marked, are not Confidential Information. Information that:
      
      1. Is, or becomes, publicly available without a breach of this Agreement or through not fault of the Receiving Party;
      2. Is, or becomes lawfully known to the recipient of the information without an obligation to keep it confidential;
      3. Is Independently developed; iv. Is in the Receiving Party’s possession before receipt from the Disclosing Party of the information;
      4. Is disclosed by the Receiving Party with the Disclosing Party’s prior written approval; or
      5. Is disclosed by court order or under operation of applicable law.
2. Obligations of Receiving Party/Treatment of Confidential Information
   
   1. In general. Subject to the other terms of this Agreement, the Receiving Party agrees except as required under any court order or law, subpoena, or any other legally permitted or required disclosure, the Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information to third parties except to those employees of a recipient who are required to have the information for the purposes in this Agreement, Representatives, and except as otherwise allowed in this Agreement.
   2. Security Precautions. The Receiving Party agrees:
      
      1. To take reasonable steps to protect the Disclosing Party’s Confidential Information. These steps must be at least as protective as those taken by the Disclosing Party to protect their own Confidential Information of a similar nature;
      2. To notify the other promptly upon discovery of any unauthorized use of disclosure of Confidential Information; and
      3. To cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
   3. Disclosing Confidential Information if required by law. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to comply with a court order, law, or other government demand that has the force of law. If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to applicable law, statute, or regulation, or court order, the Receiving Party will give written notice of the order or request mandating disclosure of the Confidential Information in order to provide a reasonable opportunity for the Disclosing Party to object to such disclosure of its Confidential Information and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines that it is required to disclose such information, it may disclose without breach of this Agreement only Confidential Information specifically required and only to the extent compelled to do so.
3. Time Periods
   
   1. Except as permitted above and unless otherwise required by applicable law or court order, the Receiving Party will not use or disclose the other Confidential Information for five years after it is received. The five-year period does not apply if applicable law requires a longer period. This duty to withhold Confidential Information survives any expiration or termination of this Agreement as provided herein.
4. General Rights and Obligations
   

   1. Law that applies; jurisdiction and venue. This Agreement has been negotiated
      and executed in the United State and shall be governed by and construed under
      the laws of the United States, without reference to conflicts of law provisions. In
      the event of any legal action to enforce or interpret this Agreement, the sole and
      exclusive venue shall be a court of competent jurisdiction located in the
      appropriate affiliated residences or locations of businesses for sale in respective
      Counties, and the parties hereto agree to and do hereby submit to the jurisdiction
      of such court. Furthermore, the parties specifically agree to waive any all rights to
      request that an action be transferred for trial to another county.

   2. Money damages insufficient. The Receiving Party acknowledges that money
      damages may not be sufficient compensation for a breach of this Agreement.
      Each of us agrees that the other may seek court orders to stop Confidential
      Information from becoming public in breach of this Agreement.

   3. Relationships. Nothing contained in this Agreement shall be deemed to
      constitute either party a partner, joint venture, or employee of the other party for
      any purpose.

   4. Waiver. Any delay or failure of either of us to exercise a right or remedy will not
      result in a waiver of that, or any other, right or remedy.

   5. Enforceability. If any provision of this Agreement is unenforceable, the parties
      (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no
      revision is possible, the rest of the agreement will remain in place.

   6. Entire Agreement. This Agreement does not grant any implied intellectual
      property licenses to Confidential Information, except as stated above. We may
      have contracts with each other covering other specific aspects of our relationship
      (“other contracts”). The other contract may include commitments about
      Confidential Information, either within it or by referencing another non-disclosure
      agreement. If so, those obligations remain in place for purposes of that other
      contract. With this exception, this is the entire agreement between us regarding
      Confidential Information. It replaces all other agreements and understandings
      regarding Confidential Information. We can only change this Agreement with a
      signed document that states that it is changing this Agreement.

   7. Proof of Funds. Any offer provided by the potential buyer(s) must be accompanied by
      valid proof of funds and an ability to purchase the business with either a letter from your
      financial institution or certified public accountant.

This Agreement and each Party’s obligations shall be binding on the representatives, assignees, successors of such Party. Each Party has signed this Agreement through its authorized representative.