This Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2019 (the “effective date”), between Dhaxle Inc.  Address 1122 Washington Ave, Lansdale, PA 19446 (hereinafter referred to as the “Client”), and TINITZ Address Cocody Angre Papayer 5, Villa 128 04 BP 1256 Abidjan 04 (herein referred to as the “Contractor”).

WHEREAS the Client is an online United States based company that wants to develop and deploy multi-user website

WHEREAS, the Contractor is a Ghana based web developer who has expertise in the development and deployment of websites and who is willing to work for the Client for the development and deployment of the Client’s website

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

    1. For the purpose of this Agreement, “Confidential Information” means any personal information, included but not limited to the Client’s name, address and contact information as well as the concept covered under the Website Development Agreement between the Parties herein. The Contractor cannot share the Client’s personal information or the concept covered under the Website Development Agreement with a third party without the Client’s written consent. The Contractor shall not share or reveal the Client’s personal information and/or the concept of the Website Development Agreement with a third party or the public after the termination of the work contract.
    1. For the period of the Website Development Agreement between the Parties herein and after the termination of the said contract, the Contractor shall not discuss the content of this Agreement with a 3rd Party.
    1. The Contractor shall not outsource for the purpose of the Website Development Agreement or this Agreement without the Client’s prior written consent.
    1. This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
    1. This Agreement shall be governed by and construed in accordance with the laws of the ____________ [State/Country]. Exclusive jurisdiction and venue shall be in _____________ [State/Country].
    1. Attorneys’ Fees.  If one party commences any action or proceeding against the other to enforce the terms of this Agreement, the prevailing Party will be entitled to an award against the other Party for all reasonable attorneys’ fees, costs and expenses incurred by the prevailing Party in connection with the action or proceeding and in connection with the enforcement of any judgment or order the prevailing party obtains.
    1. This Agreement shall be binding upon and inure to the benefit of the Contractor and the Client and their respective successors and assigns, provided that the Contractor may not assign any of their obligations under this Agreement without the Client’s prior written consent. 
    1. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
    1. Any and all notices or demands by or from the Client to the Contractor, or by or from the Contractor to the Client, shall be in writing and shall be served either by regular United States mail, Certified or Registered Mail, return receipt requested, postage prepaid or by recognized overnight courier service.  If such notice is served by mail in the manner herein provided, service shall be conclusively deemed made forty-eight (48) hours after the deposit thereof in the United States mail or on the next business day after submission to the overnight courier service, addressed to the party to whom such notices or demand is to be given, at the following addresses:

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

THE CLIENT: Dhaxle Inc.

                   1122 Washington Ave.

                   Lansdale, P.A 19446

                   Phone: +1 610 333 7448

                   Manager: Roger Yomba N.   Signature: _________________________


                 Cocody Angre Papayer 5, Villa 128

                 04 BP 1256 Abidjan 04

                 Phone: +225 21 74 43 61

                 Manager: Yves B. Ake.     Signature: ____________________________                      

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