NON-DISCLOSURE AGREEMENT (NDA) FOR TLWL, INC.

The effective date of this agreement is the date this agreement is accepted by the party identified below:

A party [the “Discloser“] may disclose to the other party [the “Recipient“] information about the Purpose that the Discloser considers confidential [“Confidential Information“].

1. Purpose: The Disclosing Party and the Receiving Party shall hereinafter collectively be referred to as the “Parties.” The Disclosing Party intends to disclose to the Receiving Party certain confidential information [the “Confidential Information”] for the purpose of (specify purpose, e.g., facilitating group sessions, providing counseling services, etc.).
2. Definition of Confidential Information: For the purposes of this Agreement, “confidential information” shall include any information, whether oral, written, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party and relates to the business, operations, or affairs of the Disclosing Party, including but not limited to information concerning clients, participants, and any other sensitive information shared during the course of the activities of Transformational Living Wellness Lifestyle – TLWL, Inc.
3. Exclusions from Confidential Information: The obligations of confidentiality shall not apply to information that is:

(a) already known to the Receiving Party at the time of disclosure;

(b) publicly available or becomes publicly available through no breach of this Agreement by the Receiving Party; or

(c) rightfully obtained from a third party without restriction on disclosure.

4. Confidentiality Obligations: The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information. The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than the purpose for which it was disclosed.
5. Governing Law: This Agreement shall be governed by and construed by the laws of the state of Georgia.
6. Return or Destruction of Confidential Information: Upon written request by the Disclosing Party, or upon termination of the relationship between the Parties, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all copies of the Confidential Information in their possession or control.
7. No Warranty or Representation: The Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information. The Receiving Party acknowledges that they are not relying on any representations or warranties in entering into this Agreement.
8. Remedies: The Parties acknowledge that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party. In addition to any other remedies available in law or equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
9. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
10. Waiver: The failure of either Party to enforce any provision of this agreement shall not be deemed a waiver of such provision or of the right to enforce such provision at a later time.

This agreement is governed by the laws of the State of Georgia, excluding its conflict-of-law principles. The exclusive venue for any dispute relating to this agreement shall be Cobb County, Georgia.

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