NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

 This Confidentiality and Non-Disclosure Agreement is entered into this ____day of _________, 2021 by and between _______________ (“Investor”), including its affiliates, assigns or successor companies, corporations or partnerships that is currently or in the future is associated with the signatory domiciled at _________________________________________ and Solar Botanicals, Inc. (“Solar”) having an address at P.O. Box 776, Burlington, KY 41005.  “Investor” and “Solar” are hereinafter sometimes individually referred to as a “Party” and together as the “Parties”.

WHEREAS Investor and Solar (the “Parties”) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”); and

           WHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s business opportunities, strategies, financial status, business contacts and relationships, business plans, methods, and practices, or other related information;

NOW, THEREFORE, the Parties agree as follows:

1.              Either Party may disclose Confidential Information to the other Party in confidence. It shall be presumed that all discussions or communications between the Parties contain Confidential Information unless other third-parties not otherwise bound by this Agreement are included or unless the Parties specifically state otherwise. It shall not be necessary for the Parties to identify information as proprietary and confidential by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, in order for such information to be treated as Confidential Information.

2.              The receiving Party (“Recipient”) shall refrain from disclosing such Confidential Information to any third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect his or its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, members, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

3.              All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

4.           The Parties agree that they will not, directly or indirectly, circumvent the other Party by contacting, dealing with or otherwise becoming involved with any entity or any other entities or parties introduced, directly or indirectly, by or through such Party, for the purpose of avoiding the payment to Party of fees or otherwise, without the specific written approval of the other Party. The Parties further agree that they will not, directly or indirectly, circumvent the other Party as to any asset or business opportunity that relates to the Confidential Information shared and shall not otherwise exploit or derive any benefit from the Confidential Information, without the specific written approval of the other Party.

5.              The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for its products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.

6.              Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:

(a)       Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or

(b)       Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or

(c)       Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or

(d)       Is approved for release (and only to the extent so approved) by the disclosing Party; or

(e)       Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.

7.              Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

8.              Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.

9.              This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.

This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.

IN WITNESS WHEREOF, in order to indicate acceptance of the foregoing terms and conditions, the Parties hereto have signed this Agreement in the spaces herein provided, whereupon such terms and conditions will become a binding obligation of the Parties. 

________________________ (Investor)                       SOLAR BOTANICALS, INC.

Print Name                                                                           PO Box 776

                                                                                                 Burlington, KY 41005

__________________________                                   

Company Name (if applicable)

__________________________

Street Address

___________________________

City, State     Zip

By: _____________________________                     By: __________________________                                                   

       Signature                                                                           Teri L. Festa

                                                                                                     Chief Operating Officer

Date: _______________________                              Date:  ________________________