This Non-Disclosure Agreement (this “Agreement" or this “Non-Disclosure Agreement") by and between
Global Transformation Pathways a [DISCLOSING PARTY STATE OF INCORPORATION] LCA, having its principal place of business at 6301 Perry Park Blvd, Larkspur, CO, 80118 and the RedHealth Wear product affiliate, who agrees to be
bound by this Agreement.
WHEREAS, through this Non-Disclosure Agreement, the Disclosing Party and the Receiving Party have entered into
a relationship by which the Receiving Party may be exposed to certain confidential information of the Disclosing
Party, in which it has an interest in protecting.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the
Disclosing Party and the Receiving Party (individually, each a “Party" and collectively, the “Parties") covenant and
agree as follows:
For the purposes of this Non Disclosure Agreement, the following terms are defined as follows:
a. “Trade Secret" means all information possessed by or developed for the Disclosing Party to which all of the
following apply: (i) the information derives independent economic value from not being generally known and (ii)
the Disclosing Party takes reasonable precautions to prevent such information from being disclosed to the public.
b. “Confidential Information" means information, to the extent it is not a Trade Secret, which is possessed by the
Disclosing Party and which relates to the Disclosing Party, including, without limitation, for example: business plans,
strategies, existing or proposed bids, costs, technical developments, financial or business projections, investments,
marketing plans, or training information, materials, and any research, design or development of current or future products.
2. NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Except as required to further the relationship between the Disclosing Party and the Receiving Party or as expressly
authorized in writing on behalf of the Disclosing Party, the Receiving Party shall not disclose, directly or indirectly,
any Confidential Information during the period of his/her relationship with the Disclosing Party or anytime after termination of such relationship.
3. TRADE SECRETS
Throughout the duration of this Non Disclosure Agreement and the Receiving Party's business relationship with the
Disclosing Party and anytime after the termination of such relationship, the Receiving Party shall do what is
reasonably necessary to prevent unauthorized disclosure of the Disclosing Party's Trade Secrets. Further, after the
termination of the any such relationship, the Receiving Party shall not use or disclose the Disclosing Party's Trade
Secrets as long as they remain Trade Secrets.
The provisions of Sections 2 and 3 above will not be deemed to prohibit any disclosure that is required by law or
court order, however the Receiving Party agrees to provide the Disclosing Party with reasonable prior notice and an
opportunity to contest or minimize such disclosure.
5. RETURN OF DOCUMENTS
Immediately upon termination of the relationship between the Disclosing Party and the Receiving Party, the
Receiving Party shall return to the Disclosing Party any documents pertaining to the Confidential Information or
Trade Secrets which are in the Receiving Party's possession.
6. REPRESENTATIVE ACKNOWLEDGMENTS
The Receiving Party acknowledges that: (i) this Agreement has been specifically bargained between the parties and
reviewed by the Receiving Party, (ii) the Receiving Party has had an opportunity to obtain legal counsel to review
this Agreement, and (iii) the covenants made by and duties imposed upon the Receiving Party hereby are fair,
reasonable and minimally necessary to protect the legitimate business interests of the Disclosing Party, (iv) such
covenants and duties will not place an undue burden upon the Receiving Party's livelihood in the event of
termination of the Receiving Party's business relationship with the Disclosing Party and the strict enforcement of
the covenants contained herein, and (v) any breach of this Agreement will cause substantial and irreparable harm to
the Disclosing Party for which money damages would be an inadequate remedy.
This Non Disclosure Agreement and the interpretation of the terms herein shall be governed by and construed in
accordance with the laws of the State of Colorado. The Parties irrevocably submit to the exclusive jurisdiction of
the federal and state courts located in Douglas County, Colorado.
IN WITNESS WHEREOF, each of the Parties has executed this Non-Disclosure Agreement, both Parties by its duly
authorized officer, as of the day and year set forth in the Affiliate Registration.
8. REVERSE ENGINEERING The Receiving Party or it's representatives, will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Product or the Products electronics (Reverse Engineering) or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, Customer may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Technology, or as otherwise and to the limited extent permitted by directly applicable law, but only if: