Confidentiality Agreement

This confidentiality agreement pertains to all paying clients (“Client”) who engage Joe Newsum (“Consultant”) as a consultant or coach. Parties agree to enter into a confidential relationship with respect to the use and disclosure of certain proprietary and confidential information (“Confidential Information”).

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” shall include any information, material, data, or know-how, including trade secrets and proprietary information, that is not generally known to the public and that is disclosed, either written or orally, to be or appears to a reasonable person to be proprietary or confidential. If Confidential Information is in written form, Client shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, Client shall promptly provide notice in writing indicating that such oral communication constituted Confidential Information.

2. Exclusions from Confidential Information

Consultant’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Consultant; (b) discovered or created by Consultant before disclosure by Client; (c) learned by Consultant through legitimate means other than from Client or Client’s representatives; (d) is disclosed by Consultant with Client’s prior written approval; or (e) is disclosed as required or ordered by a court, administrative agency, or other governmental body.

3. Obligations of Consultant

Consultant shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of Client. Consultant 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. Consultant shall not, without prior written approval of Client, use for Consultant’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Client, any Confidential Information. Upon written request by Client, Consultant shall immediately return to Client any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information.

4. Rights in Confidential Information

Client shall hold and maintain all rights, title, and interest in and to any Confidential Information. This Agreement and the disclosure of any Confidential Information by Client to Consultant shall not be construed as granting Consultant any rights, title, or interest in the Confidential Information, including any rights in copyright, trademark, patent, or any other intellectual property right.

5. Term

The nondisclosure provisions of this Agreement shall survive into perpetuity and Consultant’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or confidential or until Client sends Consultant written notice releasing Consultant from this Agreement, whichever occurs first.

6. Governance

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its choice of law principles. Any disputes that relate to the execution, interpretation, construction, performance, or enforcement of the Agreement will be brought and resolved solely and exclusively in the state or federal courts of Colorado.