WHEREAS, Yes Sales Inc & Innerest Solutions Inc a(n) California Corporation is a business development and brand management company in the business of connecting various brands, products, manufacturing partners, and retailers; and

WHEREAS, Toun28, Corporation is interested in discussing certain ventures with Yes Sales Inc & Innerest Solutions Inc and learning more about business opportunities that Yes Sales Inc & Innerest Solutions Inc might be able to propose, and 

WHEREAS, in connection therewith, each of the parties’ desire to disclose certain proprietary and confidential information belonging to such disclosing party; and

WHEREAS, prior to disclosing any such confidential information, the parties wish to confirm certain provisions for confidentiality and ownership.

NOW THEREFORE The parties hereby agree as follows:

For purposes of this Agreement, “Confidential Information” shall mean all non-public information belonging to each party (the “Disclosing Party”) that may be disclosed to the other party (the “Receiving Party”) hereunder including; –

  1. licensing opportunities, sales opportunities, manufacturing and production partners, potential new business prospects, availability of certain new and brand-names and new product development, brand extension opportunities, etc.; 
  2. business plans, financial data, business concepts, names, trademarks, logos, slogans or created by and/or disclosed by the Disclosing Party; 
  3. proposed business opportunities for new business, business expansion, or financing created by and/or, disclosed by Disclosing Party. 
  1. Confidentiality.  Each party acknowledges that in order to pursue potential opportunities and business relationships between them, each party will need to be privy to and have access to certain Confidential Information of the other party.  Each party, as Receiving Party, agrees that with respect to the Confidential Information of the Disclosing Party; –
  1. It will only use the Confidential Information in connection with the evaluation of business opportunities for determination of whether or not it seeks to enter into a further agreement, and not for any other purposes; 
  2. It shall at all times, treat all Confidential Information as confidential and secret, including using the utmost degree of care in guarding the dissemination of such Confidential Information; and 
  3. It shall not disclose any of the Confidential Information to any unauthorized person or entity.  

The confidentiality provisions of this section shall not apply to Confidential Information which; –

  1. is or becomes generally available in the public domain or to the relevant business community (in the same form and kind as disclosed) other than as a result of a wrongful disclosure;
  2. Receiving Party can demonstrate was specifically known by Receiving Party prior to disclosure hereunder, or 
  3. is required by law to be disclosed (provided that before making such legally required disclosure, the Receiving Party shall give Company written notice and cooperate in any actions to secure confidential handling of such information).
  1. Use and Disclaimer.  Nothing in this Agreement shall be construed to prevent Disclosing Party from itself using in any manner or dealing or disclosing in any way to any third parties any or all of its Confidential Information or from entering into negotiations or agreements with any other third party.  The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any information, including the Confidential Information furnished hereunder, and shall have no liability resulting from the use of any information.
  1. Ownership. Each party acknowledges that all of the Confidential Information furnished or revealed to the other hereunder constitutes the proprietary materials and trade secrets of the disclosing party, and has been developed over time at great cost and expense, has significant economic value that is only being disclosed in express reliance on this Agreement.   
  1. Termination. The parties agree that this Agreement shall be binding for five (5) years from the date of signing of the agreement, after which, the terms and provisions under this agreement shall stand terminated. 
  1. Miscellaneous Provisions:  This Agreement shall be governed by the laws of the State of California, USA, applicable to agreements made and to be performed wholly within such jurisdiction, and the parties’ consent to personal jurisdiction in the state of California, USA. The parties acknowledge that a breach hereof would cause irreparable harm to the non-breaching party for which monetary damages would not be an adequate remedy. Therefore, in the event of the breach or a threatened breach of this Agreement, the non-breaching party, shall be entitled to specific performance and/or injunctive or other equitable relief from any such court in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
  1.  In any action, lawsuit, or dispute to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover all costs of such action, including reasonable attorneys’ fees and costs. Each party acknowledges that the restrictions contained herein are reasonable and necessary to protect each other’s business and its interest in its Confidential Information.  If, at the time of enforcement of any provision hereof, a court of competent jurisdiction shall hold that the restrictions stated therein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained therein to cover the maximum period, scope and area permitted by law.  Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law.  The failure of any party to exercise any right, power, privilege, or remedy hereunder or to require strict performance by the other party of any of the provisions hereof shall not waive, affect, or diminish any rights or remedies hereunder, or thereafter to demand strict performance hereunder.  No rights of any party hereto shall be deemed to have been waived by any act or knowledge of such party, or any of its agents, officers, or employees, unless such waiver is contained in an instrument in writing, signed by such party.  No waiver by any party hereto of any of its rights on any one occasion shall operate as a waiver of any other of its rights or any of its rights on a future occasion. 

This Agreement may be signed in counterparts that shall be deemed to constitute one instrument. Facsimile or electronically transmitted signatures shall be deemed valid as if original for all purposes.

DATED:  03/21/22

Yes Sales Inc.                                       Toun28

Signature: _____________________________ Signature: _____________________________

Print Name: Sung Kim             Print Name: Jun Soo Park

Innerest Solutions Inc. 

Signature: _____________________________

Print Name: Jacob Hwang

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