Basic Non-Disclosure Agreement - Contractor - May 10, 2019

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General NDA and Non Compete when hiring contractors.

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Dear Lucas Aoun,

Living Healthy Everyday has made a commitment to our Client to ensure that we have a policy of total confidentiality on their business.

We would therefore seek your agreement to the following additional clauses to be included as part of your general terms and conditions of engagement.

1. Consulting Services

Effective 05/04/2019 Company shall retain Contractor and Contractor shall provide Company with consulting services (the "Consulting Services"), which shall include, without limitation:

writing, marketing, and physical and digital content creation.

2. Independent Contractor Status

(a) Status. Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

(b) No Authority. Contractor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner.

3. Confidential Information

(a) Contractor shall not,other than in the proper performance of Contractor's duties, use, publish or otherwise disclose to any person any information relating to the Client’s affairs and the specificities of this brief.

(b) Contractor and its employees shall not, during the time of rendering services to the Company and the Company's Client or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.

4. Intellectual Property

(a) Work Product. During the course of performing the Consulting Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Company, develop information, produce work product, or achieve other results for Company in connection with the Consulting Services it performs for Company.

(b) Ownership. Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or Company in connection with such Consulting Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" and shall remain the sole and exclusive property of Company.

(c) Moral Rights. Contractor also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.

(d) Assistance. Contractor further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product.

5. Copyright:

All property rights, copyright, design rights and other intellectual property rights in any work produced by you for this brief, shall be the exclusive property of the Client.

In relation to such work you hereby:

- Irrevocably, waive all moral rights therein in favour of the Client.

6. Non-Solicitation / Non-Compete

During the term of this Agreement and for 10 years after any termination of this Agreement, Contractor will not, without the prior written consent of the Company, either directly or indirectly, on Contractor 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company, or any customer of the Company.

7. Term

This Agreement shall commence on the date and year written above and shall continue for a period of 10 years unless earlier terminated in accordance with this Agreement.

8. Termination

(a) Notice of Termination. This Agreement may be terminated by either the Company or the Contractor at any time for any reason, with or without cause, by giving 14 days from written notice of termination.

(b) Payment Upon Termination. The Company will pay Contractor no more than 50% of the total estimated fee for services provided by the Contractor, should the agreement be terminated prior to completion.

By attaching your signature to this contract, you agree and accept the terms and conditions of employment set out in this agreement.

Date of signing: May 10, 2019

Full Name: Lucas Aoun

Signature: _______________________

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