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Keeping Your Confidential Information Safe

Agreement

This TERMS AND CONDITIONS AGREEMENT (the “Agreement”) is entered into by and between I GET IT, INC, with its principal offices at 7270 Hobgood Road, Fairburn, Georgia 30213 (“Disclosing Party”) and ALL MEMBERS OF THE INFORMED TEAM (AUTHORISED INDEPENDENT CONTRACTORS). (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.

The parties agree to enter into a confidential relationship with respect to the disclosure of proprietary and confidential information (“Confidential information”).


1. Definition of Confidential information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning.


If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication

constituted Confidential Information.


2. Exclusions from Confidential Information. Receiving Party’s obligation under this Agreement does not extend to information that is:


(a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving party before disclosure by Disclosing Party: (c) learned by Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives: or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.


3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.


Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.


Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party request it in writing.


4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.


5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employees of the other party for any purpose.


6. Expiration and Renewal. You must maintain a current authorization in order to preserve your rights as a Member of the Informed Team, including your rights of sponsorship with IT NETWORK Members and customers.


The term of your IT Contract expires on the anniversary date of your registration each year (12 months). To remain an IT NETWORK Member, you must annually submit prior to the expiration date a request to renew the IT Contract along with the required annual membership fee. I GET IT, INC reserves the right to reject your renewal request or revoke your renewal agreement at the sole discretion of the Company.


7. Selling Products and Refunds. You agree to make no representations or claims about any products beyond those shown on product labels and/or I GET IT, INC authorized literature. You agree to inform Customers of the Satisfaction Guarantee in accordance with Company Policy.


You agree to be bound by all sales tax collection agreements between I GET IT, INC and the various taxing jurisdictions, as well as the related rules and procedures established from time to time by I GET IT, INC to effectuate those agreements.


You will be advised of refunds issued to Customers and the required offsets to your earned commissions account. Commissioned paid on refunded products will be adjusted from your Earned Commissions Reserves.


8. Personal and Business Data. You agree to obtain, record, use, hold transfer, and dispose of and otherwise process personal information about Customers, other IT NETWORK Members or any other person only in accordance with your IT NETWORK Member Contract.


Unless otherwise provided by I GET IT, INC, you shall only use such personal information for your own IT NETWORK Member business and for no other purpose(s).

Furthermore, you agree to comply with your obligations regarding privacy and date security as set forth in your I GET IT, INC Contract; and to comply with like privacy and data security obligations to those imposed on I GET IT, INC under applicable laws in respect of such information.



9. Termination by Notice or Upon Breach. You may terminate your IT NETWORK Member Contract at any time prior to expiration by written communication to I GET IT, INC. I GET IT,INC may terminate your IT NETWORK Member Contract as a result of breach of any of the provisions of your I GET IT,INC Contract.


I GET IT, INC may also take actions short of termination of your IT Member Contract, if you breach any of its provisions. In determining what actions to take in the event of breach of the IT Member Contract, I GET IT, INC may consider without limitation the nature of the breach, whether the breach can be or has been cured following notification by I GET IT, INC of the existence of the same, and whether there are multiple simultaneous, serial or repeating breaches.


10. Jurisdiction and Governing Law. Except to the extent that the Federal Arbitration Act applies, the formation, construction, interpretation, and enforceability of your IT NETWORK Member Contract shall be governed by Georgia Law, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the State of Georgia or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Georgia.


The place where the IT NETWORK Member Contract is made is Georgia. Notwithstanding the language of the Agreement, the English language version of the Agreement shall govern.


11. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.


12. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.


13. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.


This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.

Disclosing Party - IT Network Sponsor


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Receiving Party - IT Network Member


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