This Non-Disclosure and Non-Compete Agreement ("Agreement") is made and entered into as of the date mentioned above, by and between [Your Name/Organization] (hereinafter referred to as the "Disclosing Party") and the individual identified below (hereinafter referred to as the "Recipient"), collectively referred to as the "Parties."

Purpose:

The Disclosing Party intends to disclose certain confidential and proprietary information related to the project "Waterfowl.tv" to the Recipient for the purpose of evaluating potential collaboration opportunities, discussing potential business ventures, etc.(the "Purpose").

1. Confidential Information:

"Confidential Information" shall mean any non-public information, including but not limited to, trade secrets, business strategies, financial data, proprietary processes, technical information, customer lists, marketing plans, and any other information that is not generally known to the public.

2. Non-Disclosure Obligations:

The Recipient agrees to treat all Confidential Information with the utmost confidentiality and not to disclose, reveal, or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Recipient shall only disclose the Confidential Information to its employees, agents, or consultants who have a legitimate need to know the information for the Purpose and are bound by confidentiality obligations similar to those in this Agreement.

3. Non-Compete Obligations:

During the term of this Agreement and for a period of [state the duration, e.g., two years] after the termination of the engagement with the Disclosing Party, the Recipient agrees not to directly or indirectly engage in any business activities that compete with the project "Waterfowl.tv."

4. Return of Information:

Upon the Disclosing Party's request or upon termination of the engagement between the Parties, the Recipient shall promptly return or destroy all physical and electronic copies of the Confidential Information received under this Agreement and provide written certification of such return or destruction.

5. Exclusions from Confidential Information:

The obligations of non-disclosure and non-compete shall not apply to information that:

• Was already known to the Recipient at the time of disclosure;
• Becomes publicly available without a breach of this Agreement by the Recipient;
• Is independently developed by the Recipient without reference to the Confidential Information;
• Is lawfully obtained from a third party without any obligation of confidentiality.

6. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of [state/country]. Any legal action or proceeding arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of [state/country].

7. Entire Agreement:

This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.

8. Amendments:

This Agreement may only be amended in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure and Non-Compete Agreement as of the date first written above.

Disclosing Party:
Clayton ORourke | Giant Ganderz Outdoors