Confidential Information and Non-Disclosure Agreement

During the term of your partnership with Liquid Sky LLC, you, including your officers, directors, personnel, employees, contractors, agents and vendors, will or may have access to and become acquainted with various trade secrets and confidential information of LIQUID SKY LLC consisting of employee information, product or marketing methods, formulations, rates, systems, and techniques, internal procedures and processes, compilations of information (including, but not by way of limitation, all lists and records of clients, vendors, service providers, customers, and consultants, identity of specific key contact personnel related thereto, and information accumulated and stored in relation thereto), and discoveries, developments, designs, improvements, inventions, formulas, programs, know-how, and data, all of which has been accumulated at great expense to LIQUID SKY LLC. Such information is integral and valuable to LIQUID SKY LLC’s business, not generally known to the general public, and regularly used in the operation of LIQUID SKY LLC’s business. LIQUID SKY LLC goes to great efforts to protect the confidential nature of this information and to prevent its dissemination to the general public.
All files, records, rates, documents, specifications, equipment, special software, and similar items relating to the business of LIQUID SKY LLC, whether they are prepared by you or come into your possession in any other way as a result of your partnership with LIQUID SKY LLC, and whether or not they contain or constitute trade secrets owned by LIQUID SKY LLC are, and shall remain, the exclusive property of LIQUID SKY LLC. Such shall not be removed from the premises of LIQUID SKY LLC under any circumstances whatsoever without the prior written consent of LIQUID SKY LLC or under regular business circumstances and practices. Such information specifically includes all electronic forms of data, including all electronic mail prepared, sent, or received with the use of LIQUID SKY LLC’s electronic mail systems. You further agree to take all steps reasonably necessary to hold in trust and confidence LIQUID SKY LLC’s trade secrets and confidential information by using such degree of care as if such were your own trade secrets and confidential information, but no less than such degree of care as is reasonable to maintain such confidence under the circumstances
All information, documents, items, and other things explicitly or implicitly referenced in the preceding paragraphs amount to protected information and documents covered by this Agreement.

By accepting and/or continuing your partnership with LIQUID SKY LLC and signing this Agreement below, you promise and agree that you shall not misuse, misappropriate, or disclose, and not allow any of your officers, directors, personnel, employees, contractors, agents, and vendors, any of the trade secrets or confidential information described herein as protected information and documents, directly or indirectly, or use them in any way, either during the term of the partnership, or at any time thereafter, except as required by LIQUID SKY LLC in the course of the agreement. This specifically includes your agreement to not, directly or indirectly, solicit any of LIQUID SKY LLC’s clients, customers or employees to accept business or employment with you
The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Access to the Confidential Information shall be limited to employees, contractors, and third parties who require such access and have signed nondisclosure agreements with restrictions at least as protective as those in this Agreement. The Receiving Party shall not use, publish, copy, disclose, or permit others to use or benefit from the Confidential Information without the prior written approval of the Disclosing Party. All records, notes, and other tangible materials pertaining to the Confidential Information shall be promptly returned to the Disclosing Party upon written request.
You further agree that any protected information and documents belonging to any third party that LIQUID SKY LLC has received and in the future will receive that you are provided access to shall be treated in the same manner as LIQUID SKY LLC’s protected information and documents.
The parties agree to refrain from making any false, misleading, or damaging statements about each other, including but not limited to statements made in public forums, social media, press releases, or any other medium that may reach a third-party audience. This prohibition includes statements made by the parties themselves, as well as statements made by their employees, agents, or representatives acting on their behalf.
In the event of a breach of this non-disparagement/non-defamation clause, including unauthorized disclosure, sharing, sale, copying, or duplication of Confidential Information, the Disclosing Party shall be entitled to seek legal remedies, including injunctive relief and monetary damages, as permitted by applicable law.
This non-disparagement/non-defamation clause survives the termination or expiration of this agreement and remains in effect indefinitely.
Both parties acknowledge that this clause is a material and essential term of this agreement, and that its violation may cause irreparable harm. Therefore, the parties agree that any breach of this clause may result in immediate termination of this agreement and the pursuit of legal remedies.
In the event that you, during the term of the partnership or thereafter, violate any of the terms and conditions in this Agreement, Georgia's OCGA § 10-1-390 er seq , unfair business practices as defined in Georgia, the employment agency customer list trade secrets provisions of Georgia’s Trade Secrets Act, their successor statutes, or any other law and/or equitable principle, you hereby agree that a restraining order may be entered against you prohibiting such activities, but such shall not limit any other legal or equitable rights which LIQUID SKY LLC may have against you or any person acting in concert with you.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The parties agree that the court shall endeavor to give effect to the parties' intentions as reflected in the provision, and the invalidity, illegality, or unenforceability of any provision shall not invalidate or render unenforceable the remainder of this Agreement. The parties further agree to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original purpose and economic effect of the invalid or unenforceable provision. On project termination of the combined partnership or whenever requested by LIQUID SKY LLC, you shall immediately deliver to LIQUID SKY LLC all property, of whatever nature, in your possession or under your control belonging to LIQUID SKY LLC
Executed this in the County of Fulton County, State of Georgia, to be effective as of the commencement of the partnership, even if such relationship commenced prior to the date of execution of this document.

I hereby acknowledge that I have read and understand the above Trade Secrets, Confidential Information and Non-Disclosure Agreement. I further agree to abide by all the terms of such in consideration of the creation and continuance of the partnership with LIQUID SKY LLC. I understand that any unauthorized disclosure or violation of this agreement is cause for termination of the agreement. If I am signing on behalf of a company or business, I represent that I have full authority to bind such company or business and the officers, directors, personnel, employees, contractors, agents, and vendors of said company or business provided with access to all trade secrets and confidential information belonging to LIQUID SKY LLC will fully abide by the terms and conditions of this agreement.