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NON-DISCLOSURE AGREEMENT

Non-disclosure Agreement (“Agreement”), dated January 1, 2015, between Amazing Grace Consulting, Inc., an Illinois corporation (“Grace”), and Willy Fingers, an individual residing in Wolfeboro, NH (Fingers). Subject to the provisions of this Agreement, Grace shall compensate Fingers for his expertise in writing online content and agrees to keep confidential all Confidential Information disclosed by Fingers.

Background:

1.  Fingers is a copywriter who lives in Wolfeboro, New Hampshire.

2.  Grace is a company which specializes in business consulting services and desires to use Fingers’ knowledge and experience to develop its online presence.

3.  During this relationship, Fingers and Grace may share certain proprietary information.

Therefore, in exchange of the mutual covenants and other consideration in this Agreement, the parties agree as follows:

Article 1. Definitions

1.1 Defined Terms. As used in this Agreement, terms defined in the preamble of this Agreement have their assigned meanings, and the following terms have the meanings set forth below:

“Agreement” means this Endorsement Agreement and all Schedules and Exhibits, as each may be amended from time to time.

“Calendar Year” means a period beginning on January 1st and ending on December 31st based on the commonly used Gregorian calendar.

“Claim” means legal actions, suits, or proceedings which may result in losses, damages, and costs of fees necessary for retaining attorneys, consultants, or experts.

“Closing” means the closing of the endorsement terms contemplated by this Agreement in Chicago, Illinois, on the Closing Date.

“Closing Date” has the meaning specified in Section 15.9.

“Confidential Information” means any information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) plans, (ii) data, (iii) marketing strategies, (iv) methods, (v) concepts, and (vi) other information deemed by the Disclosing Party to be trade secrets. Confidential Information is by its nature unique and valuable so that the unauthorized dissemination of Confidential Information destroys or diminishes its value in a manner which is impossible to calculate.

Confidential Information shall not include information which (i) was previously known by the Receiving Party prior to receiving Confidential Information from the Disclosing Party, (ii) is considered available in the public domain, (iii) is learned from a third-party who owes no non-disclosure duties to the Disclosing Party, (iv) is required to be disclosed by an Order, (v) is independently developed by the Receiving Party.

“Consent” means any consent, approval, authorization of, notice to, or designation, registration, declaration, or filing with, any Person.

“Contract” means any contract, agreement, license, instrument, arrangement, commitment, or understanding to which Grace or Fingers is a party or by which it or any of its assets may be affected.

“Contract Territory” means nationwide in the United States of America and its territories.

“Developmental Products” means Grace products currently in development, and those which may be conceived and developed in the future, which may be during the Term, including but not limited to...

“Disclose” means to make known, whether orally or via any tangible form, that which was previously unknown to any party not privileged to receive that information unless compelled to do so by Law, Order, subpoena, discovery request or regulatory request

“Disclosing Party” means the party who discloses Confidential Information to the Receiving Party.

“Force Majeur” means an event which cannot be controlled or anticipated by either party and prevents compliance with the obligations of this Agreement.

“Grace Competitor” means any other Person which offers business consulting services or any other services which adversely impact Grace’s market share.

“Indemnified Party” means the party who is entitled to protection or compensation from the other because of a third-party Claim arising out of the relationship created by this Agreement.

“Indemnifying Party” means the party to this Agreement who protects or compensates the other from third-party Claims arising out of the relationship created by this Agreement.

“Identification” means Fingers’ name, likeness, signature, image and other forms of recognition which are associated with Fingers.

“Law” means all Federal, state, local, or foreign laws, rules, and regulations.

“Order” means any judgment, award, order, writ, injunction, or decree issued by any Federal, state, local, or foreign authority, court, tribunal, agency, or other governmental authority, or by any arbitrator, to which Grace or its assets are subject, or to which Fingers or his assets are subject, as the case may be.

“Person” means any individual, partnership, joint venture, corporation, trust, unincorporated organization, government, and any of its departments or agencies, or other entity.

“Receiving Party” means the person who receives Confidential Information disclosed by the Disclosing Party.

“Representatives” means directors, officers, employees, agents, or representatives of Grace who have a need to know Confidential Information in connection with the Agreement.

“Tangible Material” means notes, summaries, memoranda, documents, drawings, manuals, records, excerpts, or information derived from these materials, including images, copies, and digital files, which are based on or include Confidential Information.

“Term” means that period of time commencing on the day this Agreement is fully executed and terminating three Years later, unless sooner terminated or extended under this Agreement.

“Year” means a 365 day period, or a 366 day period if applicable.

Article 2. Compensation

Grace shall pay Fingers according to the following schedule:

2.1 Base Pay: Grace shall pay Fingers $456,000 over three Years on the following payment schedule:

2.1.1 Year One of the Term: $10,000 per month.

2.1.2 Year Two of the Term: $12,000 per month.

2.1.3 Year Three of the Term: $16,000 per month.

Article 3. Grant of Rights

3.1 Use of Confidential Information.

3.1.1 The Receiving Party agrees to use the Confidential Information disclosed by the Disclosing Party solely in connection with the current or contemplated business relationship between the parties and not for any other purpose other than as authorized by this agreement without the prior written consent of an authorized Representative of the Disclosing Party.

3.1.2 No other right or license, whether expressed or implied, in the Confidential Information is granted by any Receiving Party under this Agreement.

3.1.3 Title to the Confidential Information remains solely with the Disclosing Party.

3.1.4 All use of Confidential Information by a Receiving Party shall be for the mutual benefit of both parties and any modification and improvements of the Confidential Information shall be the sole property of the Disclosing Party.

3.2 Compelled Disclosure.

3.2.1 A Receiving Party may disclose Confidential Information if compelled to do so by any Law, Order, subpoena, discovery request, or regulatory request provided that the Receiving Party promptly notifies the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at his sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.

3.2.2 The Receiving Party shall not oppose and shall cooperate with efforts by the Disclosing Party with respect to any such request for a protective order or other relief.

3.2.3 If the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally obligated to compel Confidential Information, the Receiving Party may disclose the Confidential Information without liability.

3.3 Return of Confidential Information.

3.3.1 A Receiving Party shall immediately return and redeliver to the Disclosing Party all Tangible Material, in whatever form of storage or retrieval, upon the earlier of

3.3.1.1 the expiration of the Term

3.3.1.2 the termination of the Agreement, or

3.3.1.3 at such times as the Disclosing Party requests, provided the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies.

3.3.2 Alternatively, the Receiving Party, upon written consent from the Disclosing Party may immediately destroy Tangible Material and certify in writing that a Representative destroyed it.

Article 4. Term

4.1 Term. This Agreement shall remain in effect for a three-year term beginning on the date set forth in Section 15.9. Parties retain an option to extend the term one year if the parties so choose. Despite the previous sentence, the parties’ duty to hold in confidence Confidential Information that was disclosed during the Term shall remain in effect indefinitely.

Article 5. Grace’s Representations and Warranties

Grace represents and warrants to Fingers as follows:

5.1 Organization, Good Standing.

5.1.1 Grace is a corporation duly organized, validly existing and in good standing under the laws of the state of Illinois, with all requisite corporate power and authority to carry on its business as now being conducted.

5.1.2 Grace is duly qualified to do business and is in good standing where the conduct of its business or the ownership of its property requires such qualification.

5.2 Authority.

5.2.1 Grace has full corporate power, authority, and legal right

5.2.1.1 to execute, deliver, and perform its obligations under this Agreement; and

5.2.1.2 to consummate the transactions contemplated by this Agreement.

5.2.2 Grace has taken all necessary action to authorize the execution, delivery, and performance of this Agreement.

5.2.3 Grace has executed this Agreement which

5.2.3.1 constitutes a legal, valid, and binding obligation of Grace

5.2.3.2 is enforceable against Grace in accordance with its terms.

5.2.4 This Agreement’s enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws which affect

5.2.4.1 the enforcement of creditors’ rights in general; and

5.2.4.2 general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

5.3 Non-contravention; Adverse Agreements.

5.3.1 Grace’s execution and delivery of this Agreement and the Agreement’s consummation do not

5.3.1.1 conflict with or result in any violation of the certificate of incorporation or the bylaws of Grace;

5.3.1.2 result in the violation of any Law or Order applicable to Grace or any of its assets; or

5.3.1.3 conflict with, result in the breach of, or constitute a default under any Contract to which Grace is a party or to which Grace or its assets is subject.

5.3.2 Grace is not a party to or subject to any Contract, Law, or Order that materially or adversely affects the business, operations, prospects, properties, or financial condition of Grace.

5.4 Litigation. There is no suit, action, or litigation pending or, to the best of Grace’s knowledge, threatened against Grace.

5.5 Past Events. There are no events from Grace’s business history which may materially adversely affect

5.5.1 the terms of this Agreement,

5.5.2 public perception of Fingers, or

5.5.3 Fingers’ professional reputation.

5.6 Absence of Undisclosed Liabilities. Based upon facts known to it as of the date of the Agreement, Grace knows of no basis that exists for assertions against Grace of any material claim or liability of any nature, other than any claim or liability disclosed to Fingers.

5.7 Law Compliance. Grace is not in violation of any Laws which could have a material adverse effect on

5.7.1 Grace,

5.7.2 its business,

5.7.3 properties,

5.7.4 assets,

5.7.5 operations, or

5.7.6 financial condition.

Article 6. Fingers’ Representations and Warranties

Fingers represents and warrants to Grace as follows:

6.1 Good Standing. Fingers is a copywriter who is not currently in violation of any Laws.

6.2 Authority.

6.2.1 Fingers has full power, authority and legal right

6.2.1.1 to execute, deliver, and perform its obligations under this Agreement; and

6.2.1.2 to consummate the transactions contemplated by this Agreement.

6.2.2 Fingers has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

6.2.3 Fingers has executed this Agreement which

6.2.3.1 constitutes a legal, valid, and binding obligation of Fingers

6.2.3.2 is enforceable against Fingers in accordance with its terms.

6.2.4 This Agreement’s enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws which affect

6.2.4.1 the enforcement of creditors’ rights in general; and

6.2.4.2 general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

6.3 Non-contravention; Adverse Agreements.

6.3.1 Fingers’ execution and the delivery of this Agreement and the Agreement’s consummation do not

6.3.1.2 result in the violation of any Law or Order applicable to Fingers or any of its assets; or

6.3.1.3 conflict with, result in the breach of, or constitute a default under, any Contract to which Fingers is a party or to which Fingers or his assets is subject.

6.3.2 Fingers is not a party to or subject to any Contract, Law, or Order that materially or adversely affects the business, operations, prospects, properties, or financial condition of Fingers.

6.4 Litigation. There is no suit, action, or litigation pending or, to the best of Fingers’ knowledge, threatened against Fingers.

6.5 Past Events. There are no events from Fingers’ past personal history which may materially adversely affect

6.5.1 the terms of this Agreement,

6.5.2 public perception of Grace services, or

6.5.3 Grace’s business reputation.

Article 7. Grace’s Covenants

Grace agrees that prior to the Closing:

7.1 Confidentiality of Terms and Trade Secrets.

7.1.1 Grace shall not to disclose the terms outlined within this Agreement to outside parties.

7.1.2 Disclosing the terms of this Agreement to outside parties will result in Grace’s forfeiture of the rights and obligations outlined by this Agreement.

7.1.3 Grace shall limit disclosure of Confidential Information to Representatives.

7.1.4 Grace shall advise its Representatives

7.1.4.1 of the proprietary nature of the Confidential Information and

7.1.4.2 that they are required to keep Confidential Information confidential.

7.1.5 Grace shall keep Confidential Information disclosed by Fingers confidential by using a standard of care which is greater than or equal to the standard which Grace keeps its own Confidential Information confidential.

7.1.6 Grace shall not disclose Confidential Information received by Fingers and his representatives to any third parties (except as otherwise provided by this Agreement).