06/10/2025
Cover Your Assets II LLC =
Branding + Friending = Brending (c)(tm)(r)
NON-DISCLOSURE AGREEMENT
This Agreement is entered into as of this ___ day, of ____________, 20____ by and between
Cover Your Assets II LLC and their affiliates (“Company”), located at 78 Northview Dr SW
Ste A, Etna, OH 43018 and ________________________ (“Confidant”) located at
_____________________________________________________________________________;
In order to review mutual business purposes, Company and Confidant recognize that
there is a need to disclose to Confidant certain confidential information of Company to be
used only for internal discussions and to protect such confidential information from
unauthorized use or disclosure.
In consideration of the disclosure of such information by Company, Confidant agrees as
follows:
1. For purposes of this Agreement, “Confidential Information” shall mean (a) any
documents or items disclosed by Company to Confidant that, at the time of
disclosure, are marked or verbally reviwed as “confidential”, or “proprietary” or with
words of similar effect; (b) any information disclosed orally to Confidant that, at the
time of disclosure, is designated to be “confidential” or “proprietary”; and ”(c) any
non-public, technical or business information, whether or not designated as
“confidential” or “proprietary” at the time of disclosure and including information
disclosed in presentations by Company to Confidant, that Confidant knows or has
reason to know the company would like to treat as Confidential for any purpose,
including but not limited to technology (including third-party technology), computer
code and algorithms, know-how, marketing plans, product plans, business strategies,
financial information, forecasts, personnel information, customer lists, trade secrets,
inventions, formulas, processes, databases, ideas and computer programs.
2. Confidant agrees to hold Company’s Confidential Information in strict confidence,
to use such Confidential Information solely for the benefit and best interest of
Company, and not to (a) disclose such Confidential Information to any third parties
without Company’s prior written permission, or (b) make any unauthorized use, or
allow any third party to make any unauthorized use, of such Confidential Information.
3. The obligations under paragraph two (2) shall not apply to Confidential
Information which is rightfully known to Confidant at the time that it is disclosed to
Confidant and can be documented as such, or which, before being divulged by
Confidant, (a) has become publicly known through no wrongful act of Confidant; (b)
has been rightfully received from a third party without restriction on disclosure and
without breach of this Agreement; (c) has been approved for release by written
authorization of Company; (d) has been furnished by Company to a third party
without similar restriction on disclosure; or (e) is independently developed by
Confidant by its employees or agents who have had no access to Company’s
Confidential Information or (f) has been disclosed pursuant to a requirement of a
governmental agency or court of law.
Cover Your Assets II LLC 78 Northview Dr SW Ste A Etna, OH 43018 +1 (740) 964-9905
4. Confidant hereby acknowledges that all Confidential Information shall be owned
solely by Company and that the authorized disclosure or use of such Confidential
Information is likely to cause irreparable harm and significant injury to Company that
may be difficult to ascertain. Accordingly, Confidant agrees that Company shall be
entitled to an immediate injunction enjoining any breach of this Agreement and will
have full rights to terminate any existing relationship whether as a third party agent or
partner.
5. Upon the written request of Company, Confidant shall immediately return
to Company all plans, drawings or other tangible items representing Company’s
Confidential Information and all copies thereof.
6. Confidant recognizes and agrees that nothing contained in this Agreement
shall be construed as granting any rights, by license or otherwise, to any Confidential
Information disclosed pursuant to this Agreement.
7. This Agreement shall be governed by and construed in accordance with the
laws of the Ohio.
8. In the event the Company brings any action at law or suit in equity to
enforce this Agreement, the Company will be entitled, if it prevails in such action, to
collect its costs, including but not limited to all courts costs, and reasonable attorney’s
fees.
9. Confidant agrees not to initiate or maintain contact (except for contacts made in
connection with existing commercial relationships and/or in the ordinary course
of business), or solicit for employment any officer, director, employee or agent of
Company except with the express written permission of Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date written above.
Cover Your Assets II Confidant
By: By:
Name: John Zarlino Name:
Title: CEO Title
