Member Protection

This Non-Disclosure Agreement (the "Agreement") is entered into as of the date of membership signup ("Effective Date") by and between North Star Software, LLC d/b/a FixTheVibe ("Company") and the Member ("Recipient").

1. PURPOSE. The Company and Recipient wish to explore a business relationship in connection with which the Company may disclose its Confidential Information to Recipient (the "Purpose"). This Agreement is intended to protect the confidentiality of such information.

2. DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" means any information disclosed by the Company to Recipient, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to algorithms, business plans, customer data, customer lists, customer names, designs, financial analyses, forecasts, formulas, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets, technical information, or any other information which is designated as "confidential," "proprietary," or some similar designation, or should reasonably be understood to be confidential under the circumstances. Confidential Information may also include information disclosed to the Company by third parties. Confidential Information shall not, however, include any information that Recipient can establish: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure through no action or inaction of Recipient; (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure as shown by Recipient's then-contemporaneous written records; (iv) is obtained by Recipient from a third party without an accompanying duty of confidentiality; or (v) is independently developed by Recipient without use of or reference to the Company's Confidential Information.

3. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Recipient agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to (i) not use any Confidential Information for any purpose outside the scope of the Purpose, and (ii) limit access to Confidential Information to those of its employees, contractors, advisors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient containing protections no less stringent than those herein. Recipient shall not disclose, directly or indirectly, any Confidential Information to any third party without the Company's prior written consent. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient gives the Company prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting the information from public disclosure.

4. MAINTENANCE OF CONFIDENTIALITY. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Recipient shall notify the Company immediately in the event of any unauthorized use or disclosure of Confidential Information and will cooperate with the Company in every reasonable way to assist the Company in regaining possession of the Confidential Information and preventing its further unauthorized use.

5. RETURN OF MATERIALS. Upon the Company's request or upon termination of the business relationship, Recipient shall promptly return to the Company all copies, whether in written, electronic, or other form or media, of the Confidential Information, or destroy all such copies and certify in writing to the Company that such Confidential Information has been destroyed.

6. NO RIGHTS OR OBLIGATIONS. Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectual property rights of the Company to Recipient, nor shall this Agreement grant Recipient any rights in or to the Company's Confidential Information, except the limited right to use such information for the Purpose.

7. TERM. This Agreement shall remain in effect for the duration of Recipient's membership with the Company and for a period of three (3) years thereafter.

8. REMEDIES. Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages may not be adequate, and Recipient agrees that the Company will be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

9. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of Minnesota without regard to its conflicts of laws provisions. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. This Agreement may not be modified except by a written instrument signed by both parties.