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MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made effective on this date by and between Buyers International Group, LLC DBA Buyers Intelligence Group and the undersigned retailer to assure the protection and preservation of the confidential and proprietary nature of information to be disclosed or made available to each other in connection with negotiations or discussions further described in EXHIBIT A attached hereto.

In reliance upon and in consideration of the following undertakings, the parties agree as follows:

1. Subject to the limitations set forth in Paragraph 2, all information disclosed by one party to the other party in connection with the venture described in Exhibit A shall be deemed to be Proprietary Information. In particular, Proprietary Information shall be deemed to include those items listed in Exhibit A and any actual software, trade secret, programming techniques, functional software architecture, information, invention, idea, sample, process, formula, or sample data relating to any research project or product, work in process, future development, engineering, distribution, marketing, recruiting, or training plans, service or support plans, financing or personnel matter relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors or business, whether m written, graphic, electronic, e-mail, disk, or oral form or format.

2. The term Proprietary Information shall not be deemed to include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party.

3. Each party shall maintain all Proprietary Information in trust and confidence and shall not disclose any Proprietary Information to any third party or use any Proprietary Information for any unauthorized purpose. Each party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement as set forth in Exhibit A attached hereto. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. No rights or licenses to trademarks, inventions, processes, techniques, copyrights or patents are implied or granted under this Agreement.

4. Proprietary Information shall not be reproduced in any form, except as required to accomplish the intent of this Agreement.

5. The parties under this Agreement shall advise their employees who might have access to Proprietary Information of the confidential nature thereof and agree that their employees and agents shall be bound by the terms of this Agreement. No Proprietary Information shall be disclosed to any employee who does not have a need for such information. The receiving party shall not disclose any Proprietary Information to any third party without the original disclosing party's written consent.

6. All Proprietary Information (including all copies thereof) shall remain the property of the disclosing party and shall be returned to the disclosing party after the receiving party's need for it has expired, or upon request of the disclosing party, upon fulfillment or termination of the relationship described in Exhibit A, and, in any event, upon completion or termination of this Agreement; whichever of these events is first to occur.

7. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:

(a) is in response to a valid subpoena or order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the responding party shall first have given notice to the other party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued;

(b) is otherwise required by law; or

(c) is otherwise necessary to establish rights or enforce obligations under this agreement, but only to the extent that any such disclosure is necessary.

8. This Agreement shall continue in full force and effect for a period of two (2) years, which may be extended for a like period with the written approval of the parties. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party. The termination of this Agreement shall not relieve either party of the obligations imposed by Paragraphs 3, 4, 5, 6 and 11 of this Agreement with respect to Proprietary Information disclosed prior to the effective date of such termination, and the provisions of those Paragraphs shall survive the termination of this Agreement.

9. This Agreement shall be governed by the laws of the State of California.

10. This Agreement, with Exhibit A attached hereto and hereby incorporated herein, contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both parties.

11. Each party hereby acknowledges and agrees that, in the event of any breach of this Agreement by the other party, including, without limitation, the actual or threatened disclosure or unauthorized use of a disclosing party's Proprietary Information without the prior express written consent of the disclosing party, the disclosing party will suffer an irreparable injury, such as that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the other party shall be entitled to specific performance of the receiving party's obligations under this Agreement, as well as such further equitable relief as may be granted by a court of competent jurisdiction.

12. The parties' rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, and administrators and permitted assigns.

13. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.

14. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon the personal delivery, or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.

EXHIBIT A

Purpose for which Proprietary Information is to be disclosed:

The Proprietary Information covered in this Agreement includes any Proprietary Information belonging to either party to this Agreement.

The Proprietary Information includes (but is not limited to) the information and resources that either party shall reasonably require to successfully carry out any communication or work required between the parties, including cooperative access to key personnel and facilities, and sufficient familiarity with the other party's:

Business operations, financial information, vendors or customers Business goals, strategies, & methodologies
Process tools, assays, software, and techniques
Existing software used for business operations
Current business workflow and design
Client-related recommendations and referrals
Consultant-related recommendations and referrals

The Proprietary Information covered in this Agreement also includes any Proprietary Information belonging to third parties necessarily involved in the present parties' future, as being important for understanding of larger contexts for their alignment and collaboration.

AGREED TO:
Ellen Falcinelli
Vice President Operations
Buyers Intelligence Group, LLC (BIG) PO Box 480
Napa, CA 94559

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October 8, 2021 1:32 pm EDT

BIG NDA Uploaded by BIG Buyers Intelligence Group - permission@bigjewelers.com IP 98.0.56.213, 66.248.200.27