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3D Apex PFT - RBJ NDNCNSA

RBJ Financial Group NDA, Confidentiality & Non-Compete/Non-Solicitation Agreement

This Non-Disclosure Agreement (NDA), Confidentiality, and Non-Compete/Non-Solicitation Agreement (this "Agreement") is made effective as of (the "Effective Date"), by and between Roger Khoury and RBJ Financial Group, a wholly owned subsidiary of Sunrise LLC (the "Owner"), and (the "Recipient"), for financial market related services.

The Owner has requested that the Recipient will protect the confidential material and information which may have already been, or will be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows.

Confidential Information. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner.

a) "Confidential Information" includes without limitation:

- business records and plans

- copyrights as well as any and all intellectual property and any and all proprietary information

- market analysis, any and all types of strategies, tactics, techniques, indicators, settings, concepts, ideas, processes, methods, systems, technology, software, hardware, cloud-based resources (whether already developed or will be developed in the future)

- timing, perspective, context and content of analysis, as well as forecasts along with any and all of the derived aforementioned information leading to any and all buy and sell order strategies, methods, tactics and techniques which are considered proprietary

- communications between parties either digital (such as VOIP, Email, Skype, Webinar) written or telephone

- details of compensation or profit sharing arrangements

- assets under management or scope of service

b) "Confidential Information" does not include:

- matters of public knowledge that result from disclosure by the Owner

- information rightfully received by the Recipient from a third party without a duty of confidentiality

- information independently developed by the Recipient

- information disclosed by operation of law

- information disclosed by the Recipient with the prior written consent of the Owner

and any other information that both parties agree in writing is not confidential.

Protection of Confidential Information. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner through the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

a) No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
b) No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
c) Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
d) Application to Others. The Recipient shall not disclose any Confidential Information to any other individual or entity of the Recipient, including but not limited to family members, friends, colleagues, associates, employees, etc. except those individuals or entities who have been granted permission, in writing, by the Owner and are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Before each permitted individual or entity is granted access to the Confidential Information, he/she must sign a copy of this agreement, as well as a single end user license agreement (EULA), with the Owner Roger Khoury.

Unauthorized Disclosure of Information - Injunction. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

Return of Confidential Information. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

Relationship of Parties. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

No Warranty. Though the Owner has made efforts to provide timely and accurate information, the Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

Limited License to Use. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

Non-Competition. You agree that, you will not, directly or indirectly, anywhere at any time, on behalf of any Competitive or Potentially Competitive Business perform or utilize the same or substantially the same information, process, system and/or method.

Non-Solicitation of Clients, Client Prospects, Students, and Student Prospects. You also agree that you will not, directly or indirectly, solicit or attempt to solicit any business from any of the Owner and Company’s Clients, Client Prospects, Students, Student Prospects with whom you had Material Contact during your relationship with the Owner and Company for a period of 7 (seven) years after terminating your relationship or are no longer doing any business with The Owner.

Non-Solicitation of Employees, Interns, Agents, Independent Contractors, Associates, Partners, and/or Shareholders (Considered as a valuable and often proprietary asset of the Company referred to as “Key Person(s)”). You also agree that you will not, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any Key Person(s) of the Owner and Company for a period of 7 (seven) years after terminating your relationship or are no longer doing any business with The Owner.

Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, associates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

Attorney Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs.

General Provisions. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the state of Delaware. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

I certify that I have read this document carefully in its entirety, and understand its contents, and have no further questions pertaining to the information contained within.

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2016-01-08 00:32:14 EDT

3D Apex PFT - RBJ NDNCNSA Uploaded by Roger Khoury - contact@rbjfinancialgroup.com IP 184.153.180.70