NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

This Non-disclosure Agreement (the “Agreement”) dated this _____ day of April between:

[Insert Full Name] of [Insert Full Address and Contact Information]

[Insert Full Name] of [Insert Full Address and Contact Information]

[Insert Full Name] of [Insert Full Address and Contact Information]

[Insert Full Name] of [Insert Full Address and Contact Information]

[Insert Full Name] of [Insert Full Address and Contact Information]

[Insert Full Name] of [Insert Full Address and Contact Information]

[Insert Full Name] of [Insert Full Address and Contact Information]

[Insert Full Name] of [Insert Full Address and Contact Information]

The above-named persons shall be referred to as the “Parties.”

IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows:

Obligations of the Parties

The Parties agree to a “chain of command” of the support rally on May 13^th 2022 at Nashville Public Square Park. All Parties will adhere to all the rules of the park and espouse the rules of the park and chain of command to attendees or interested parties.

No Party shall release or post to any social media platform or any other public or private communication channel, any communication (text messages, emails, IMs, phone or video calls) outside the group.

The Parties shall not engage in any public disparaging of each other on social media, email, texts, or private chats. The Parties agree to remove any existing public or private posts that could be construed as to calling into question the integrity, honesty, or intentions of anyone in the group.

Confidential Information

For the purposes of this section, the party/parties divulging information shall be referred to as the “Disclosing Party” and the party/parties receiving information shall be referred to as the “Receiving Party.”

The Parties are working together to put up a support rally for RaDonda Vaught’s sentencing in Nashville on May 13^th 2022. The Parties recognize that in the course of their interactions, it will be necessary for each Party to disclose to the other Confidential Information.

The Parties shall (i) use reasonable efforts to maintain the confidentiality of the information and materials, whether oral, written or in any form whatsoever, of the other that may be reasonably understood, from legends, the nature of such information itself and/or the circumstances of such information’s disclosure, to be confidential and/or proprietary thereto or to third parties to which either of them owes a duty of nondisclosure (collectively, “Confidential Information”); (ii) take reasonable action in connection therewith, including without limitation at least the action that each takes to protect the confidentiality of its comparable proprietary assets; (iii) to the extent within their respective possession and/or control, upon termination of this Agreement for any reason, immediately return to the provider thereof all Confidential Information not licensed or authorized to be used or enjoyed after termination or expiration hereof, and (iv) with respect to any person to which disclosure is contemplated, require such person to execute an agreement providing for the treatment of Confidential Information.

Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Receiving Party’s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party’s records, and without reference or access to any Confidential Information.

Term of Agreement

The term of this Agreement (the “Term”) will begin on Insert Date and will remain in full force and effect indefinitely, or terminated as provided in this Agreement.

Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Dispute Resolution

In the event of a dispute, the parties shall attempt to resolve it amicably by negotiating in good faith.

If, within ___ calendar days after receipt by a Party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Agreement Dispute, the Parties agree to submit the Agreement Dispute at the earliest possible date to mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”), and to bear equally the costs of the mediation; provided, however, that each Party shall bear its own costs in connection with such mediation. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “Mediation Period”).

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

The Parties have duly affixed their signatures on this ____ day of April, 2022.