NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [esig|date], by and between:

Disclosing Party:

Strother AI Consulting, owned and represented by Stephen Strother, with a principal place of business at 2280 Wren Rd SE, Conyers, Georgia 30094

and

Receiving Party:

Lashawn Merritt, professional athlete and consultant,

with a principal address of [enter address below].

Each may be referred to herein individually as a “Party.”

1. Purpose

The Disclosing Party intends to share certain confidential and proprietary Information with the Receiving Party for the Purpose of evaluating, developing, or collaborating on matters related to the application known as RunningForm.ai, including but not limited to product development, marketing, coaching features, testing, and technology or branding partnerships (“Purpose”).

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, visual, electronic, or otherwise, including but not limited to: technical data, software code, algorithms, business plans, customer information, product designs, pricing, marketing strategies, trade secrets, or any other proprietary material.

Confidential Information does not include Information that:

a. Is or becomes publicly available without breach of this Agreement;

b. Was lawfully known to the Receiving Party before disclosure;

c. Is received from a third party without restriction; or

d. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Maintain all Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential Information (but not less than reasonable care);
• Use the Confidential Information solely for the Purpose described above; and
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
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4. Term and Duration

This Agreement becomes effective as of the date first written above and remains in effect for three (3) years from that date. The confidentiality obligations shall survive the termination or expiration of this Agreement for a period of three (3) years thereafter.

5. Ownership

All Confidential Information remains the sole property of the Disclosing Party. No license, ownership right, or other interest is granted or implied by this Agreement.

6. Return or Destruction

Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and shall confirm such return or destruction in writing.

7. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party. The Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at Law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-law principles.

9. Entire Agreement

This document constitutes the entire Agreement between the Parties regarding the subject matter hereof and supersedes any prior agreements, understandings, or representations, whether written or oral. Any amendments must be in writing and signed by both Parties.

IN WITNESS WHEREOF, upon signatures, the Parties have executed this Agreement as of the Effective Date.