1.  “Confidential Information.”  For purposes of this Agreement, Confidential Information shall mean and include any and all Information (as defined in this Agreement) of the following types: (a) Promised Land Living intellectual property; (b) cost and expense information, pricing and discount information, gross or net profit margins, or analyses; (c) technical data, specifications, databases, and database designs; (d) processes, transactions, and transaction procedures; (e) business or financial information, financial statements, projections, business plans, or strategic or marketing plans, market studies, or analyses; (f) marketing and customer data (including, but not limited to, identity or demographic analyses of customers); (g) terms, conditions, provisions, or obligations of any contracts or agreements to which Promised Land Living is a party or to which any of its assets are subject, or the identity of any Person who is a party to any contract or agreement with Promised Land Living; (h) procedural or operational manuals, employee manuals, training manuals, or programs; and (i) such other Information of or regarding Promised Land Living that it actually maintains as confidential or proprietary.  Additionally, any Information that is marked or otherwise identified as confidential at the time of Disclosure shall be presumed to be Confidential Information for the purposes of this Agreement.

“Information" shall mean and include any data or information disclosed in the form of (a) any written information, reports, documents, books, notebooks, memoranda, charts, or graphs whether in paper or digital form; (b) computer tapes, disks, compact discs, digital video discs, files, or other mechanical or electronic media; (c) oral statements, representations, or presentations; (d) audio, visual, or audio-visual materials or presentations, including audiotapes, videocassettes, laser discs, digital video discs or compact discs, and also including anything which is transmitted via electronic means; and (e) any other documentary, written, magnetic, or other permanent or semi-permanent form. shall mean all strategic and development plans; financial conditions; business plans; co-developer identities; data; business records; customer lists; project records; market reports; employee lists; and business manuals, policies, and procedures; information relating to processes, technologies, or theory; and all other information made available to you.

2.  Non-Disclosure Obligations.   Employee/Volunteer/Sub Contractor/Receiving Party promises and agrees to receive and hold the Confidential Information in confidence and only use such Confidential Information to fulfill the express purposes of this Agreement and any subsequent agreement/relationship between the parties.  Without limiting the generality of the foregoing, Employee Receiving Party further promises and agrees:

1. to protect and safeguard the Confidential Information against unauthorized use, publication, or disclosure.
2. not to use any of the Confidential Information except for the business purposes specified by Promised Land Living and it’s managing member.  
3. not to — directly or indirectly — in any way, reveal, report, publish, disclose, transfer, or otherwise use any of the Confidential Information except as specifically authorized by the Company in accordance with this Confidentiality Agreement.  
4. not to use any Confidential Information to unfairly compete or obtain an unfair advantage against the Company in any commercial activity, which may be comparable to the commercial activity contemplated by the parties in connection with the business purposes.  
5. to restrict access to the Confidential Information to those Company officers, directors, and employees who clearly need such access to carry out the business purposes.
6. to advise each of the persons to whom Employee/Receiving Party provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Company, any of the Confidential Information, and, upon request of the Company, to provide the Company with a copy of a written agreement to that effect signed by such persons.  
7. to comply with any other reasonable security measures requested in writing by the Company.

 
3.  Exceptions.  The confidentiality obligations hereunder shall not apply to Confidential Information which: is, or later becomes, public knowledge other than by a breach of the provisions of this Agreement and through no fault of employee; is in the possession of the Employee, as evidenced by written recordscan be proven by Receiving Party that such Confidential Information was known by Receiving Party prior to receipt for Promised Land Living; or is independently received by the Employee from a third party, with no restrictions on disclosure; or is required to be disclosed by Receiving Party by law, subpoena, court order or government agency. In the event that the Receiving Party, or any of the Receiving Party’s advisors, consultants, representatives, or agents (the “Compelled Party”), becomes legally compelled to disclose any of the Confidential Information, the Compelled Party shall provide to Promised Land Living prompt, prior oral and written notice of such requirement so that Promised Land Living may seek a Protective Order or other appropriate remedy.  In the event that such a Protective Order or other remedy is not obtained, compliance with the provisions hereof shall be subject to the Order requiring disclosure, and the Compelled Party, in such case, agrees to furnish only that portion of the Confidential Information it possesses, as is specifically required by the Order compelling the same, and/or as it is advised by written opinion of its counsel that it is legally required to disclose, and the Compelled Party shall make reasonable efforts to obtain assurance that confidential treatment shall be accorded the Confidential Information so furnished.

4.  Return of Confidential Information.  The Employee Receiving Party agrees, upon termination of the relationship or upon the written request of the Company, whichever is earlier, to promptly deliver to the Company all records, notes, and other written, printed, or tangible materials in the possession of the individual, pertaining to the Confidential Information.

 
5.  Indemnification. The Receiving Party hereby agrees to indemnify, defend, and save harmless Promised Land Living and its employees, agents, clients, officers, directors, parents, subsidiaries, affiliates, successors, and assigns (each an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs, and expenses (including legal fees and expenses) of any kind and nature whatsoever, including damages or injuries suffered by any Indemnitee, which may be imposed on, incurred by, or asserted against any Indemnitee in any way arising out of the acts or omissions of the Receiving Party or Receiving Party’s agents, officers, directors, parents, subsidiaries, affiliates, successors, and assigns pursuant to or in connection with a breach of any of the terms and conditions contained in this Agreement.

 
6.  Entire Agreement; Amendments.  This Agreement sets forth and constitutes the entire Agreement among the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, understandings, promises and representations existing among the parties concerning the subject matter hereof and the terms applicable hereto.  This Agreement may not be released, discharged, amended or modified in any manner except by an instrument in writing indicating intent to amend this Agreement and signed by duly authorized officers of both Parties.

7.   Severability.  If any provision of the Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction under applicable laws, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable thereunder, but if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

8.   Choice of Law.  The parties agree that the transaction that gives rise to this agreement will be conducted in the United States of America, in the State of North Carolina. Therefore, the parties agree that this agreement shall be construed and enforced in accordance with the laws of the State of North Carolina, without giving effect to applicable conflict of laws jurisprudence.

 
9.   Written Waivers.  No waiver of any right under this Agreement shall be deemed effective unless contained in a writing specifically indicating intent to waive any rights and signed by the party charged with such a waiver.

 
Company: Promised Land Living

Company Representative: Cheryl Scanlan, Founder