NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into as of the last date signed below (the “Effective Date”) by and between Orthodontic Pearls, LLC, a Nevada Limited Liability Company (“Disclosing Party”) and licensee (“Recipient”).

WHEREAS Orthodontic Pearls, LLC and licensee (collectively referred to as the “Parties”) have an interest in participating in discussions wherein Disclosing Party might share information with the Recipient that the Disclosing Party considers to be proprietary and confidential.

NOW, THEREFORE, the Parties agree as follows:

1  Confidential Information. “Confidential Information” shall include all confidential information or confidential material that is disclosed to Recipient by Disclosing Party that has commercial value or other utility in the business of Disclosing Party. Confidential Information includes but is not limited to (1) copyrighted materials such as learning materials, videos, power point presentations, pictures, any and all financial, technical, commercial or other information, records, reports, analyses, financial statements, compilations, studies, forms, business or management methods, marketing data, fee schedules, information technology systems and programs, projections, forecasts and trade secrets; (2) client lists, contacts, personnel, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information and other related information. All intellectual property, including any copyrighted materials owned by Disclosing Party will not be replicated, sold or distributed by Recipient. All “Confidential Information” shared by the Disclosing party will be for the personal use only of the Recipient.

2  Confidentiality Period. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the Disclosing Party, the Recipient shall, for a period of five (5) years from the date of disclosure, refrain from disclosing such Confidential Information to any third party without prior, written approval from the Disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the Disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

3  Confidentiality And Non-Use Obligations. All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information to Recipient. The Recipient shall honor any request from the Disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the Disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

4  No Partnership. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

5  Entire Agreement. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.

6  Governing Law. This Agreement and its performance shall be governed by the laws of the state of Nevada, without regard to its conflict of laws provisions. The Parties consent and submit to the exclusive jurisdiction of the state of Nevada, in all questions and controversies arising out of this Agreement.

I agree that the signature will me my electronic representation of my signature for all purposes when I (or my agent) use them on documents, including legally binding contracts - just the same as pen-and-paper signature.*