THIS CONFIDENTIALITY AGREEMENT

THEY EXPOSE:

1. The Information Provider and the Information Recipient wish to formalize this Agreement with the objective of regulating the Information Recipient’s use of Confidential Information belonging to the Information Provider. The Recipient of the Information may only use the Confidential Information for the following purpose (the “Permitted Purpose”): __________________________________________________________
2. Within the framework of the Permitted Purpose, the Recipient of the Information has been or will be provided with Confidential Information.

TAKING INTO ACCOUNT THE ABOVE, with the condition that the Information Provider provides the Information Recipient with the Confidential Information, and there being sufficient consideration and cause, the Parties, mutually recognizing their capacity to be bound and sufficient legitimacy, sign this Agreement based on the following clauses:

Confidential information

1. All information, both written and oral, and materials that are disclosed or provided by the Information Provider to the Information Recipient under this Agreement, will be considered confidential (the “Confidential Information”), regardless of whether the aforementioned Confidential Information has been provided before or after the date on which this Agreement is signed, or in the manner in which it has been provided to the Recipient of the Information.
2. Confidential Information means all information relating to the Information Provider’s product(s), as well as information relating to the Information Provider, including, but not limited to, the following:
   1. Customer information, which includes, among others, all contact information, both of the Information Provider, its representatives and its clients, the content of contracts and documents that have been signed, the services or products of clients , the data provided by clients, type, quantity and specifications of products and/or services that have been acquired, rented, licensed or received by clients of the Information Provider;
   2. Intellectual property, including information relating to the intellectual property rights of the Information Provider before it has been publicly disclosed, including, but not limited to, the nature of these rights, production or manufacturing data, data technical and engineering, results of tests or tests carried out, the status and details of the investigations carried out, the development of products or services, and information relating to the acquisition, protection, execution and licensing of these intellectual property rights . This would include, among others, patents, copyright and trade secrets;
   3. Marketing and business development information, which includes the marketing and business development plans of the Information Provider, information relating to prices, costs, rates, pricing and billing policies, budgets, marketing techniques, methods of obtaining business, business expansion, forecasts and reports of future sales, and future business strategies of the Information Provider that have been or will be the subject of debate;
   4. Commercial operations, which includes information about the internal personnel of the Information Provider, as well as financial information, contact information of its suppliers as well as other information related to them (such as, characteristics of the services or products of the suppliers , or content of their signed agreements), information on internal purchases and costs, contracted internal services, company operating manuals, external commercial contacts, which would expressly include those stored in social media accounts, platforms, and other controlled databases by the Information Provider, as well as the form and methodology used by the Information Provider to manage these commercial operations;
   5.  Product information, which includes any product specifications belonging to the Information Provider, as well as product information related to current projects of the Information Provider, regardless of the type of information, and the form in which it has been captured, created and/or preserved, and whether the information is obtained during a current or future project, or the phase of the project where it is obtained (from a first research phase to the launch of the project and its development);
   6. Production or manufacturing processes, including, but not limited to, the processes used for the creation, production and manufacturing of the Information Provider’s product or products, including, but not limited to, formulas, patterns, molds, models , manufacturing techniques, specifications, processes, procedures, devices, programs and specific designs;
   7. Service information, including data and information related to the services provided by the Information Provider, including, but not limited to, plans, schedules, labor, inspections performed, results of these inspections, training taught and information related to the above;
   8. Proprietary software code, which would include, but not be limited to, computer programs of the Information Provider, whether in machine language (object code) or human-understandable (source code), which are expressed, fix, incorporate or store in any way, and that can be used directly or indirectly by a computer (the “Computer Programs”), any report, design or graph created by the Computer Programs, as well as all documentation, manuals, specifications, graphics design, and other additional information that serves to support and complement the Computer Programs;
   9. Computer technology, which would include all scientific and technical information or material from the Information Provider relating to any machine, device, process, including, but not limited to, specifications, proposals, models, designs, formulas, test results, reports, analysis, simulation results, operating tables, materials, components, industrial knowledge, operating procedures, tests or tests carried out, know-how and show-how;
   10. Accounting and financial information, which would include, but is not limited to, (i) all financial statements and other financial information of the Information Provider, such as annual reports, balance sheets, company asset information, liabilities, income and expenses, profit and loss, cash flow, debts receivable, debts payable, (ii) your inventory report, (iii) your purchasing information, and (iv) payroll information of the Supplier’s workers of the information; and k. Confidential Information will also include any information that has been disclosed by a third party to the Information Provider, and that is in turn protected by another confidentiality or non-disclosure agreement that has been signed between said third party and the Information Provider.
3. The following information will not be understood as Confidential Information:
   1. Information that is generally known in the sector of the Information Provider;
   2. Information that is publicly accessible or becomes publicly accessible provided that the foregoing has not been caused by an unlawful act of the Recipient of the Information;
   3. Information that is lawfully in the possession of the Information Recipient before the Information Recipient receives the Confidential Information from the Information Provider;
   4. Information created independently and autonomously by the Recipient of the Information without the direct or indirect use of the Confidential Information; either
   5. Information that the Recipient of the Information lawfully obtains from a third party who has the right to transfer or disclose it.

4. Confidentiality obligation

   Except as otherwise provided in this Agreement, the Recipient of the Information must protect the Confidential Information and use it only for the Permitted Purpose.
5. Except as otherwise provided in this Agreement, Confidential Information shall remain the exclusive property of the Information Provider and shall only be used by the Information Recipient for the Permitted Purpose. Under no circumstances may the Recipient of the Information use the Confidential Information for any purpose that may directly or indirectly cause harm to the Provider of the Information or any affiliate or branch thereof.
6. The obligation to comply with the duty of confidentiality associated with Confidential Information imposed on the Recipient of the Information in this Agreement, and any other notification obligations hereunder, will survive its expiration and termination and will continue indefinitely.
7. The Recipient of the Information may reveal Confidential Information in certain cases:
   1. When you communicate it to your employees, agents, representatives and advisors, as long as it is necessary for the latter to access the Confidential Information to fulfill the Permitted Purpose, and the following is complied with:
      1. The Recipient of the Information has communicated to the subjects listed above the confidential nature of this Confidential Information;
      2. These subjects have agreed to comply with the same confidentiality and non-use obligations to which the Recipient of the Information is subject under this Agreement;
      3. The Recipient of the Information undertakes to adopt the necessary measures to guarantee that the terms and conditions of this Agreement are not violated by said subjects;
      4. The Recipient of the Information is liable to the Provider of the Information for any breach that the previous subjects may commit in relation to this Agreement, and must compensate them for it.
      5. When there is written consent from the Information Provider to disclose this Confidential Information to a third party, and
      6. When such disclosure occurs in compliance with a legal obligation, or is required by a judicial, legislative, administrative or governmental body, and only to the extent required by law or such requirements.
   2. The Recipient of the Information undertakes to keep all Confidential Information in its usual place of work and to store it separately from any other type of information and documents found in the same place. Additionally, Confidential Information may not be used, reproduced, transformed, stored or incorporated into computers or other common devices that may be accessed by unauthorized third parties who are not subject to the obligations included in this Agreement.
8. Nothing contained in this Agreement implies any transfer of the intellectual property belonging to the Information Provider, nor will it entail the creation of rights, titles, interests or licenses in favor of the Information Recipient in relation to the aforementioned intellectual property.

9. Resources 

   The Recipient of the Information accepts and acknowledges that the Confidential Information is of a confidential and sensitive nature, and, therefore, any breach of the confidentiality obligations included in this Agreement will entail irreparable damage to the Provider of the Information, and that it is possible to quantify adequate and reasonable financial compensation. That is why the Recipient of the Information accepts that the Provider of the Information will have the right, in addition to all rights and remedies provided by law and justice, to prohibit the Recipient of the Information and its affiliates, branches and agents from committing any act that is not permitted by this Agreement in connection with the Confidential Information.
10. Return of Confidential Information

    The Recipient of the Information must have a record with all the Confidential Information that has been provided to it, and must inform the Information Provider of the location of said record. The Information Provider may at any time request the Information Recipient to return all confidential information provided to it. Upon express request by the Information Provider, or in the event that the Information Recipient no longer needs to access or use this Confidential Information, or upon termination or termination of this Agreement, the Information Recipient must:

    1. return all Confidential Information to the Information Provider, and not retain any copies that may have been made;
    2. destroy, either by its own means or by entrusting it to a third party, all reports, notes, memoranda and other works that contain Confidential Information, as well as all information that has been created or derived from this Confidential Information;
    3. provide the Information Provider with a certificate certifying that all these materials have been correctly destroyed or returned, as the case may be.

11. Notifications 

    In the event that the Recipient of the Information is judicially required in a civil, criminal or administrative proceeding to reveal any part of the Confidential Information, the Recipient of the Information must communicate the above in writing to the Provider of the Information as soon as possible. so that the Information Provider can adopt the necessary measures, or waive the provisions included in this Agreement regarding the confidentiality and non-use of Confidential Information.

    1. If the Recipient of the Information loses the Confidential Information or is aware that an unauthorized third party has accessed it, failing to comply with its duty to maintain the confidentiality of said information, the Recipient of the Information must immediately notify the Provider of the Information. Information and must take the necessary measures to recover the lost Confidential Information and/or make this Confidential Information no longer accessible to unauthorized third parties.
    2. Any notice required under this Agreement will be deemed given when hand delivered, delivered by agent, or seven (7) days after being posted in the mail, postage prepaid to the addresses included herein. Agreement. The Parties may include other methods of notification, for which a written agreement will be necessary.
    3. The addresses to be used by the Parties in relation to any type of notification that must be made related to this Agreement are the following:
12. If the Recipient of the Information loses the Confidential Information or is aware that an unauthorized third party has accessed it, failing to comply with its duty to maintain the confidentiality of said information, the Recipient of the Information must immediately notify the Provider of the Information. Information and must take the necessary measures to recover the lost Confidential Information and/or make this Confidential Information no longer accessible to unauthorized third parties.
13. Any notice required under this Agreement will be deemed given when hand delivered, delivered by agent, or seven (7) days after being posted in the mail, postage prepaid to the addresses included herein. Agreement. The Parties may include other methods of notification, for which a written agreement will be necessary.
14. The addresses to be used by the Parties in relation to any type of notification that must be made related to this Agreement are the following:
15. Statements Regarding Confidential Information

    The Information Provider does not guarantee, either expressly or implicitly, that the Confidential Information is adequate, sufficient, complete, correct, up-to-date and error-free, and its use could give rise to patent or trademark infringements.

16. Termination of Agreement

    Either Party may terminate this Agreement by written notice to the other Party. Except as otherwise provided in this Agreement, all rights and obligations hereunder will terminate at that time.
17. Employer at will idaho state Idaho is an “at-will employment state.” This means that there is no set duration for an employment relationship that the employer or employee can terminate at any time, with or without notice; with or without cause. -Leaving clarity under this agreement, the employee is obliged to make a notification and written notice 2 “two” weeks in advance to the employer, to prepare a replacement in his position and make the relevant notices in advance to the client.

18. Cesion

    hird parties by any of the Parties, neither in whole nor in part, without the prior written consent of the other Party.

19. Modifications

    This Agreement may only be modified with the mutual written consent of the Parties.

20. Applicable law

    This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.

21. Applicable law

    This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.

22. General disposition

    Time is of the essence in this Agreement, and in that sense, the obligations assumed by the Parties must be satisfied within the agreed period.

23. This Agreement may be formalized in several copies.
24. The titles of this Agreement have been added solely for the convenience of the Parties, but should not be taken into account for its interpretation. Words used in the singular include plural and vice versa. Additionally, words used in the masculine gender will include the feminine and vice versa.
25. The clauses, paragraphs and subparagraphs included in this Agreement must be read and interpreted independently of each other, and in that sense, the illegality, invalidity, or ineffectiveness of all or part of any of the clauses of this Agreement will not affect the rest of clauses, which will remain in force and will be fully effective between the Parties. The clause or part of the clause that has been declared illegal, invalid or ineffective will be deemed not to have been included and will not form part of this Agreement.
26. The Recipient of the Information will be responsible for any and all costs, expenses and other disbursements, including, but not limited to, all legal fees incurred by the Provider of the Information in the execution of this Agreement against any breach of the Agreement by the Recipient of the Information.
27. The Information Provider and the Information Recipient agree and acknowledge that this Agreement is reasonable and fully valid and enforceable. However, in the event that a competent court considers that any of the provisions contained therein are too broad or generic to be properly enforced, the Parties agree that the competent court may reduce the scope of such provisions only to the extent that it allows the They are correctly executable, and taking into account that the intention of the Recipient of the Information is to provide the Provider of the Information with the greatest possible protection to maintain the confidentiality of the Confidential Information.
28. The delay or failure to exercise by the Information Provider in claiming or executing any right or privilege it had in accordance with the provisions of this Agreement, shall not be understood as a total or partial waiver of those rights, nor will it prevent the Provider from of the Information may claim such rights at any subsequent time.
29. This Agreement will also apply to the heirs of the Parties, their executors, administrators, successors or third-party assignees, and will therefore be binding on them.
30. This Agreement constitutes the entire agreement between the Parties regarding the use of Confidential Information, and the Parties acknowledge that there are no additional documents or provisions thereto, whether oral or written.