THIS AGREEMENT is entered into this ____ day of __________[month], ________[year], by and between Covet & Mane Academy LLC, a Delaware Limited Liability Company d/b/a in New York State as Covet & Mane Enhancement Academy LLC (“The Academy”) with offices located at 151 W 19th Street, New York, New York 10011 and ___________________[Company Name], having an address at

__________________________________________[Counterpart] (“CP”). The Academy and CP are hereafter collectively referred to as the Parties and each may individually be referred to as a Party. WHEREAS, the Parties to this Agreement desire to explore entering into a mutually beneficial business transaction (the “Transaction”); and WHEREAS, it is necessary and desirable that each Party disclose to the other Party certain confidential and proprietary information for the purposes of pursuing such a future business transaction (hereafter the Party disclosing the information is sometimes referred to as the “Disclosing Party” and the Party receiving the information is sometimes referred to as the “Recipient Party”); and WHEREAS, it is acknowledged by both Parties that the business in which each Party operates is engaged is highly competitive, and each Disclosing Party would be adversely affected and damaged in the event any of the above-mentioned information is made available to its competitors or used in violation of this Agreement. NOW THEREFORE, in consideration of the forgoing that is a substantive part of this Agreement, the mutual promises contained herein, and as a condition for disclosing any of the above-mentioned proprietary and confidential information, the Parties hereby covenant and agree as follows:

1. Protection of Proprietary and Confidential Information.

A. Definition. Each Party acknowledges that the other Party has invested considerable time, money and effort in designing, developing and marketing its Proprietary and Confidential Information which is defined as any written information marked as such that sets forth any of the Disclosing Party’s written financial, marketing, business development and expansion, client, client’s customer, personnel, technology, product and vendor information, including, but not limited to: (i) any marketing strategies, market research, business plans,

business methods, business relationships, business affairs, models, investment strategies,

2. Operations, products, services, trade secrets, financial information, projections, forecasts, compositions, conclusions, sales estimates, and performance results relating to the past, present

or future business activities of the Company, its affiliates, subsidiaries and affiliated companies and persons; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific

or technical information, invention, design, process, procedure, formula, discovery, improvement, technology, method, information about patents or trademarks and patent and trademark applications; (iv) any concepts, reports, data, know-how, creative works, works-in-progress, development tools, specifications, algorithms, specifications, computer software,

source code, object code, flow charts, anddatabases; and (v) information pertaining to anyparticular business opportunity, deal, investment, acquisition, financing or other transactionbeing reviewed by the Company (a “Company Opportunity”). Confidential Information need notbe novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. In addition, Confidential Information includes the content of this Agreement, the substance of any discussions relating to the Transaction, and the manner in which any Confidential Information may be combined with other information, or synthesized or used by the Company. The Receiving Party acknowledges that the Confidential Information is proprietary to the Company, has been developed and obtained through great efforts by the Company and that the Company regards all of its Confidential Information as trade secrets. Notwithstanding the foregoing, however, Proprietary and Confidential Information shall not include any information that (1) the Recipient Party shall have acquired from the Disclosing Party pursuant to a subsequent agreement between the Parties hereto, or (2) as to particular portions of the Proprietary and Confidential Information, if such information (A) has become available to the public (other than as a result of any unauthorized disclosure by Recipient Party or its Representatives (defined below)), (B) was known to the Recipient Party prior to disclosure by the Disclosing Party or (C ) was or becomes available to the Recipient Party on a non-

confidential basis from a source other than the Disclosing Party, provided such source is not

bound by a confidentiality agreement with or other obligation of secrecy to the Disclosing Party.

B. Restrictions on Use. The Disclosing Party’s Proprietary and Confidential Information, and any and all documents or information derived therefrom, shall be kept strictly confidential and, except as permitted by this Agreement, shall not be disclosed in any manner by the Recipient Party to any third party without the specific written authorization of the Disclosing Party. The Recipient Party further agrees that it shall not copy the Disclosing Party’s Proprietary and Confidential Information which is in tangible or intangible form and shall not use the Disclosing Party’s Proprietary and Confidential Information, or any information derived therefrom, for its own benefit or the benefit of others, except as authorized in writing by the Disclosing Party or pursuant to this Agreement. Neither shall the Recipient Party alter or remove from the Disclosing Party’s Proprietary and Confidential Information any proprietary, patent, copyright, trademark or trade secret legend, nor shall the Recipient Party attempt to decompile, reverse assemble, reverse compile or reverse engineer the Disclosing Party’s Proprietary and Confidential Information. Each Recipient Party has been informed and acknowledges that the

unauthorized taking, disclosure or use of the Disclosing Party’s Proprietary and Confidential

Information may subject the Recipient Party to civil and/or criminal penalties.

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C. Assignment of Rights in Developments. The Recipient Party hereby irrevocably assigns to the Disclosing Party any and all rights worldwide in any development which derives in any manner from the Disclosing Party’s Proprietary and Confidential Information.

D. Representatives. The Recipient Party may only furnish or otherwise disclose the Disclosing Party’s Proprietary and Confidential Information or portions thereof to those of the Recipient Party’s partners, members, shareholders, directors, officers, agents or employees (collectively, “Representatives”) who need to know such information for the purpose of carrying out its obligations under this Agreement, provided such disclosure shall be made to such Representatives only to the extent necessary and for the sole purpose specified herein, and only after each such Representative has agreed to comply with terms and conditions protecting against the disclosure of proprietary and confidential information that are no less favorable to the Disclosing Party than the corresponding terms and conditions of this Agreement. The Recipient Party agrees to be responsible for any breach of this Agreement by any of its Representatives.

E. Compelled Disclosure. In the event that the Recipient Party becomes legally compelled to disclose any such information, the Recipient Party shall provide the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

F. Non-Solicitation. During the Term of this Agreement (as defined in Paragraph H) and for a period of two (2) years after the expiration or termination of this Agreement for any reason, Recipient Party agrees that it shall not: (a) directly or indirectly contact in any manner any customer, clientor service provider (or prospective customer, client or service provider identified in the Confidential Information) of the Company for any reason whatsoever other than for the benefit of the Company and the Transaction, without the Company’s express written consent (which may be withheld by the Company in its sole discretion); (b) directly or indirectly request or advise any customer, client or service provider (or prospective customer, client or service provider identified in the Confidential Information) of the Company to withdraw, curtail, or cancel such customer’s, client’s or service provider’s business with the Company; (c) directly or indirectly disclose to any other person, firm, corporation or other business organization whatsoever, the names or contact information of any of the customers, clients or service providers (or prospective customers, clients or service providers identified in the Confidential Information) of the Company; (d) induce or attempt to induce any individual which Recipient knows to be an employee, consultant, agent, service provider or former employee, consultant, agent or service provider of the Company to leave the employ of or otherwise cease working with the Company, or hire any such employee, consultant, agent or service provider or former employee, consultant, agent or service provider in any business capacity; or (e) make any

statement disparaging the Company, any member, partner, principal, officer, director, shareholder, employee, agent or representative thereof, to any person, firm, corporation or other business organization whatsoever. Notwithstanding the foregoing, clauses (a) through (c) of this Paragraph F do not apply to any customer, client or service provider with whom Recipient either has a working relationship prior to the date of this Agreement or develops a working relationship wholly independent of its relationship with the Company.

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G. Non-Disparagement. During the Term of this Agreement and for a period of one year after the expiration or termination of this Agreement for any reason, the Recipient Party agrees that it will not (a) make any false, misleading or disparaging representations or statements with regard to the Company or the products or services of the Company to any third party or (b) make any statement to any third party that may impair or otherwise adversely affect the goodwill

or reputation of the Company.

H. Term; Obligations Survive this Agreement. Unless otherwise stated in this Agreement, the obligations imposed hereunder shall survive termination of this Agreement for a

period of two years.

2. No Warranty. Each Party acknowledges that the other Party’s Proprietary and Confidential Information is being furnished without any representation or warranty, express or implied, with respect to the accuracy or completeness of such Proprietary and Confidential Information. Any representations or warranties to be given by the Disclosing Party will be negotiated as a part of any future agreement should discussions proceed to that point. It is understood and agreed that the Disclosing Party bears no responsibility for any expenses, losses or actions incurred or undertaken by the Recipient Party as a result of its receipt or use of the Disclosing Party’s Proprietary and Confidential Information, and any estimates or forecasts provided by the Disclosing Party to the Recipient Party shall not constitute guarantees or

commitments of any kind, except as otherwise provided in any such future agreement.

3. No Grant of Rights. Nothing contained in this Agreement shall be deemed or construed to grant to a Recipient Party, directly or indirectly, any rights by license or otherwise of any kind whatsoever, including rights of possession, use or distribution, under the laws of the United States or of any foreign country, either express or implied, in connection with any patent, copyright, trade secret, trademark, research and development, inventions, improvements, techniques, know-how, processes or other intellectual property of any kind owned by a Disclosing Party. Neither this Agreement nor the disclosure or receipt of any Proprietary and Confidential Information shall be construed as creating any obligation of the Disclosing Party to furnish additional information to the Recipient Party or for either party to enter into any subsequent agreement or relationship with the other party.

4. Return of Materials. Upon termination of this Agreement, the Recipient Party shall immediately surrender to the Disclosing Party any and all books, records, samples, drawings, flowcharts, manuals and reports, correspondence and all other materials and documents and other matter in any tangible form in the Recipient Party’s possession or control that contain the Disclosing Party’s Proprietary and Confidential Information, as well as all other property which is owned by the Disclosing Party.

5. Designated Representative for Proprietary and Confidential Information.

The following designated individual shall serve as the authorized representative of each Party for

the communication and receipt of Proprietary and Confidential Information hereunder:

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For :The Academy By Covet & Mane®

For: ______________[Company]

Dafina Smith, Founder & CEO ______________[Title]

151 W 19th Street ______________[Address]

New York, New York 10011 ______________

6. Disputes.

A. Applicable Law and Jurisdiction. All questions relating to the execution, interpretation and performance of this Agreement shall be governed by the laws of New York State. The Parties consent to a court located in New York State as having the sole jurisdiction of any and all controversies that may arise under this Agreement.

B. Remedies. Each Party acknowledges and agrees that disclosure of any Proprietary and Confidential Information or violation of any other provision of this Agreement will give rise to irreparable injury to the Disclosing Party, and that money damages may not be a sufficient remedy for breach of the provisions of this Agreement. Accordingly, if the Recipient Party fails (or if there is a threat of failure) to comply with any covenants or agreements contained in this Agreement, then in addition to any other remedy provided for at law or in equity, the Disclosing Party shall be entitled to injunctive and other equitable relief including, but not limited to, the specific performance of the terms and conditions of this Agreement. The Recipient Party agrees to waive any requirement for an injunction bond but, if a bond is required by a court, it shall be in a nominal amount. In addition, the non-prevailing Party shall be fully responsible for all costs of the enforcement of this Agreement including attorneys' fees and expenses incurred by the prevailing Party. The remedies hereunder shall be cumulative and not alternative; the election of one remedy for a breach shall not preclude pursuit of other remedies.

C. Attorneys Fees. If the Recipient Party is determined to have breached the provisions of this Agreement, in any action at law or in equity brought by the Company to enforce this Agreement, the Company will be entitled to receive from the Recipient Party its reasonable attorneys’ fees and other reasonable expenses incurred in connection with such action, and will be entitled to its attorneys’ fees incurred in any post judgment proceedings to collect or enforce the judgment. The provisions of this Section 6(c) are separate and several and will survive the expiration or termination hereof and merger of this Agreement into any judgment on this Agreement.

7. Severability. If any provision of this Agreement is held invalid, all other

provisions of this Agreement shall remain in effect; PROVIDED, HOWEVER, that the invalid

provision shall to the extent possible be modified by the Parties, or a court of law, as needed to

make such provision valid.

8. Successors and Assigns. This Agreement, and the rights and obligations hereunder, are for the benefit of the Parties and are not assignable by either Party without the written consent of the other Party.

Refund Policy: 
The Concealed by Covet & Mane Course is non-refundable. If you are unable to attend the scheduled session, it will remain on your account as a credit for one year.