I Love Shockwave

NONDISCLOSURE, COPYRIGHT, AND RESTRICTION OF DISTRIBUTION AGREEMENT

This Nondisclosure, Copyright, and Restriction of Distribution Agreement ("Agreement") is made and entered into on the enrol date (the "Effective Date") by and between I love Shockwave. Inc ("Disclosing Party") and the client/student ("Receiving Party").

WHEREAS, the Disclosing Party has developed certain proprietary information, including but not limited to training materials, curriculum, and related content, related to the "I Love Shockwave Inc" training program (collectively, the "Confidential Information"); and

WHEREAS, the Receiving Party desires to access, use and/or receive the Confidential Information for the limited purpose of participating in the "I Love Shockwave" training program.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1.    CONFIDENTIALITY OBLIGATIONS

(a) The Receiving Party agrees to keep the Confidential Information in strict confidence and to use it only for the purpose of participating in the "I Love Shockwave" training program.

(b) The Receiving Party agrees not to disclose, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party.

(c) The Receiving Party shall take all necessary precautions to protect the Confidential Information and prevent its unauthorized disclosure, including but not limited to implementing reasonable security measures.

(d) The Receiving Party agrees to immediately notify the Disclosing Party if it becomes aware of any unauthorized use or disclosure of the Confidential Information.

2.    COPYRIGHT

(a) The Confidential Information is protected by copyright laws and international copyright treaties.

(b) The Receiving Party acknowledges that the Confidential Information is the property of the Disclosing Party and is protected by copyright law.

(c) The Receiving Party agrees not to reproduce, distribute, or otherwise make any copies of the Confidential Information without the prior written consent of the Disclosing Party.

(d) The Receiving Party agrees not to modify or create derivative works based on the Confidential Information without the prior written consent of the Disclosing Party.

3.    RESTRICTION OF DISTRIBUTION

(a) The Receiving Party agrees not to distribute, sell, or otherwise provide access to the Confidential Information to any third party without the prior written consent of the Disclosing Party.

(b) The Receiving Party acknowledges that any distribution, sale, or provision of access to the Confidential Information to a third party without the prior written consent of the Disclosing Party would constitute a material breach of this Agreement.

4.    TERM AND TERMINATION

(a) This Agreement shall remain in effect until the Receiving Party's participation in the "I Love Shockwave" training program has ended.

(b) The Receiving Party's obligations under this Agreement shall survive the termination of this Agreement.

(c) Upon termination of this Agreement, the Receiving Party shall immediately return all Confidential Information to the Disclosing Party or destroy all copies of the Confidential Information in its possession.

5.    MISCELLANEOUS

(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

(c) This Agreement shall be governed by and construed in accordance with the laws of United States of America, without regard to its conflict of laws principles.

(d) Any dispute arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.