Evaluation of Proprietary Material Documents.

This Evaluation of Proprietary Material Document is made and effective January 1 -2024 BETWEEN: Vital Inc. (the "Disclosing Party"), a corporation organized and existing under the laws of the Lowndes County in the State of Georgia with its head office located at:2910 Tara Drive Apt 321 Valdosta, Georgia 31602 and the invited (the “Receiving Party”) of this document inside the TheVitalPortal.com

Whereas, to pursue the mutual business purpose of a possible transaction between the Disclosing Party and Receiving Party and their affiliates (the "Transaction"), both the Disclosing Party and Receiving Party recognize the need to disclose to one another certain information in respect of themselves and their affiliates.

WHEREAS, all such information delivered by or on behalf of one party and its affiliates (the "Disclosing Party") to the other Party (the "Receiving Party") and its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of how it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as "Evaluation Material"

NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties at this moment agree as follows: The Evaluation Material will be used by the Receiving Party solely to evaluate the Transaction. Such Evaluation Material shall be kept strictly confidential and distributed by the Receiving Party, with the written permission of the Disclosing Party, to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners, and financing sources or other representatives (each, a "Representative," and collectively, the "Representatives") of the Receiving Party who need to know such information to evaluate the Transaction and who agree to treat the Evaluation Material by the terms of this Agreement.  

The term "Evaluation Material" does not include information which:

1.1. Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and any of its Representatives;

1.2. Is or has been independently acquired or developed by the Receiving Party and any of its Representatives without violating any of the terms of this Agreement;

1.3. Was within the Receiving Party and any of its Representatives' possession before it being furnished to the Receiving Party and any of its Representatives by or on behalf of the Disclosing Party under the terms hereof; or

1.4. Is received from a source other than the Disclosing Party and any of its Representatives, provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party concerning such information.

2. DISCLOSURE UNDER COURT ORDER OR SUBPOENA

 

If the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (I) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed.

3. CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT

Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as, and if executed, both parties and their respective Representatives shall not, without the prior written consent of the other Party, disclose to any person (other than Representatives of the parties hereto who need to know such information to evaluate the Transaction and who agree to treat such information by the terms of this Agreement) any of the terms or conditions of the Transaction.

4. OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL

Nothing in this Agreement shall divest, the Disclosing Party of any of its right, title, or interest in and to any Evaluation Material. Within 3 business days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and any of its Representatives by the Disclosing Party. Except to the extent counsel advises a party that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts, and other writings or recordings whatsoever prepared by the Receiving Party and its Representatives based upon, containing, or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction.

5. DISCLAIMER

The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of its Representatives are making any representation or warranty as to the accuracy or completeness of any of the information furnished hereunder to the Receiving Party or any of its Representatives and each of the Receiving Party and the Disclosing Party further acknowledges and agrees that no party has any obligation to the other Party or any of its Representatives to authorize or pursue with the other Party the Transaction. Each of the Receiving Party and the Disclosing Party may at any time terminate any discussions or negotiations regarding the Transaction that may be taking place, and only those terms and conditions of the Transaction, if any, which are made in a final definitive agreement, when, as and if executed, will have any legal effect. 

6. INJUNCTIVE RELIEF

Both parties agree that monetary damages may not be a sufficient remedy for any breach of the terms of this Agreement by the Receiving Party or any of its Representatives. That, in addition to all other remedies at law or in equity to which the Disclosing Party may be entitled, the Disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

7. NON-PARTICIPATION IN SECURITIES OF INVOLVED COMPANIES 

Both parties acknowledge that they are aware and will advise each of their respective Representatives who are informed as to the matters which are the subject of this Agreement that the United States securities laws prohibit persons who have material, non-public information concerning a company, which may include the matters which are the subject of this Agreement, from purchasing or selling securities of such Company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities. Each Party agrees to comply fully with such laws.

8. PROTECTION WITHIN ATTORNEY-CLIENT PRIVILEGE

 

To the extent that any Evaluation Material may include materials subject to the attorney-client privilege, work product doctrine, or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Party hereto understands and agrees that both parties hereto and their respective Representatives have a commonality of interest concerning such matters. It is the desire, intention, and mutual understanding of both parties hereto that the sharing of such Evaluation Material is not intended to, and shall not, waive or diminish in any way the confidentiality of such Evaluation Material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by either Party hereto entitled to protection under the attorney-client privilege, work product doctrine, or other applicable privilege shall remain entitled to such protection under those privileges, this Agreement, and the joint defense doctrine.

9. NON-RESTRICTION OF INDEPENDENT WORK

 

The terms of this Agreement shall be construed to limit either the Disclosing Party's or the Receiving Party's or any of their Representatives' right to independently develop or acquire products using the other Party's Evaluation Material.

However, the Receiving Party shall not be free to use for any purpose the residuals resulting from access to or work with the Disclosing Party's Evaluation Material, and the Receiving Party shall not disclose they are in possession of the Evaluation Material except as expressly permitted under the terms of this Agreement.

The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Evaluation Material, including ideas, concepts, know-how, or techniques contained therein. The Receiving Party and any of its Representatives shall limit and must restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. Only the Disclosing Party shall grant a license under the Disclosing Party's manufacturing, code development agreements, Intellectual property copyrights or patents. 

 

10.     NO LICENSE GRANTED

 

Both parties recognize and agree that, on and after the date hereof, neither Party will have the right to use the other Party's service marks, trademarks, trade names, licenses, procedures, processes, labels, trade secrets, or customer lists without explicit written consent. 

 

 

11.     NON-ASSIGNMENT OF RIGHTS

 

Neither Party hereto shall assign its rights or obligations under this Agreement in whole or in part without the express written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of each Party's successors and permitted assigns.

 

12.     SEVERABILITY

 

If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable, and that comes closest to expressing the intention of such invalid or unenforceable term or provision.

 

13.     Prior Understandings

 

This Agreement embodies the entire Agreement and understanding of the parties hereto and supersedes any prior agreements, arrangements, and understandings relating to the matters provided herein. No alteration, waiver, amendment, change, or supplement hereto shall be binding or effective unless it is outlined in writing and signed by a duly authorized representative of each Party.

14.     COPIES

For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be deemed an original instrument, and all counterparts taken together shall constitute one Agreement.

15.     TERM The term of this Agreement shall be three years from the date hereof. 

16.     GOVERNING LAW

The validity and interpretation of this Agreement shall be governed by, construed, and enforced by the laws of Lowndes County of Georgia applicable to agreements made and to be entirely performed therein (excluding the conflicts of laws, rules).

Your electronic acknowledgement of the review of this document shall serve as your signature under the laws of the State of Georgia.

Mutual Acknowledgement of a Competitive Business Environment Agreement

(the "Agreement") is made and effective January 1 , 2024

BETWEEN: Vital Inc. (the "Disclosing Party"), a corporation organized and existing under the laws of the Lowndes County in the State of Georgia with its head office located at:2910 Tara Drive Apt 321 Valdosta, Georgia 31602 and the invited Receiving Party of this document inside the TheVitalPortal.com

Whereas, to pursue the mutual business purpose of a possible transaction between the Disclosing Party and Receiving Party and their affiliates (the "Transaction"), both the Disclosing Party and Receiving Party recognize the need to mutually respect their potential competitive business activities and agree not to pursue such activities during the term of the Evaluation Material document inside the TheVitalPortal.com

TERM: The term of this Agreement shall be three years from the date hereof. 

 

FOR GOOD CONSIDERATION, the receipt of which is now acknowledged, the undersigned Disclosing Party agrees not to compete with the Receiving Party or its successors or assigns.

 

The term "not to compete" shall mean that the undersigned Disclosing Party shall not directly or indirectly compete with the Company by serving as an officer, owner, partner, director, agent, employee, or consultant to any firm or entity substantially engaged in a business similar or competitive to the business of the Second Party.

 

This Agreement shall remain in effect for The term of this Agreement shall be three years from the date hereof and shall extend to the geographic area defined in the agreed upon countries in the mutually agreed upon service area map attached to this document

 

 

EVALUATION MATERIALS NON-CIRCUMVENTION AGREEMENT

This Non-Circumvention Agreement (the "Agreement") is effective January 1, 2024,

BETWEEN: Vital Inc. (the "Disclosing Party"), a corporation organized and existing under the laws of the Lowndes County in the State of Georgia with its head office located at:2910 Tara Drive Apt 321 Valdosta, Georgia 31602 and the invited (the “Receiving Party”) of this document inside the TheVitalPortal.com

WHEREAS Vital Inc. has a business opportunity to share with Receiving Party and all other opportunities relating to or derived from such opportunity.

 

WHEREAS all Parties have protective and actual relationships with clients and others that they hold to be essential to the conduct and profitability of their enterprise. 

 

WHEREAS all Parties recognize that mutual benefit may be derived when one Party is introduced to or becomes acquainted with a third party and identified to it by the other Party.

 

WHEREAS all Parties recognize that any such identification, location, or introduction is a trade secret and is the exclusive and sole property of the disclosing Party.

 

WHEREAS all Parties desire to be legally bound by the requirement to maintain the relationships' privacy and security.

The Disclosing Party and Recipient have agreed to engage in the review of the Evaluation Materials that discuss multiple potential business opportunities that delivered via a series of Podcasts that discuss embedded documentation related to a collection of ventures with multiple parties.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, it is mutually agreed as follows:

 

NON-CIRCUMVENTION

During the term of this Agreement, the Recipient agrees not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the business opportunity, or otherwise referred by the Disclosing Party to the Recipient for circumventing, the result of which shall be to prevent the Disclosing Party from realizing a profit, fees, or otherwise, without the specific written approval of the Disclosing Party; such approval shall be granted explicitly in written form by the Disclosing Party on a case-by-case basis. If such circumvention shall occur, the Disclosing Party shall be entitled to any commissions due under this Agreement or relating to such Transaction.

1. TERM OF THIS AGREEMENT

The obligations of non-circumvention shall survive for three (3) years. Only the Disclosing Party can terminate this Agreement upon written notice to the Recipient. Termination shall not affect confidentiality obligations concerning any confidential information or business contacts obtained prior to the effective termination date.

2. BREACH OF THIS AGREEMENT

 

In case of breach of this Agreement, the Recipient will pay a monetary penalty equal to the commission or fee the Disclosing Party would have realized in such a transaction. Due to this Agreement, the fee or commission agreement may vary for each business transaction.

3. TRADE SECRETS

All information exchanged or become known during the business transaction between the Disclosing Party and Recipient shall be deemed trade secrets. Trade secrets can include, but are not limited to, prepared information packages, financials, related documents, names of potential acquisitions, intermediaries, contacts and deal sources, deal structures, and financial considerations. Both the Recipient and Disclosing Party agree to preserve and protect the confidentiality of such information and shall not disclose this information without written permission from the other.

4. CONFIDENTIAL INFORMATION

The Disclosing Party and the Recipient will keep confidential the names and other personal information of any contacts introduced or disclosed to the other Party and their corporations, partnerships, divisions, associates, firms, employees, contractors, agents, joint ventures, assigns, or consultants will not contact, participate or negotiate in any transactions with any of the contacts without first signing a written agreement with the Party who provided such contact unless that Party gives prior written consent.

5. UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION – INJUNCTION

If it appears that the Recipient has disclosed (or threatened to disclose) confidential information in violation of this Agreement, the Disclosing Party shall be entitled to obtain an injunction to restrain the Recipient from disclosing the confidential information in whole or in part. This provision shall not prohibit the Disclosing Party from pursuing other remedies, including a claim for losses and damages.

6. APPLICABILITY OF THIS AGREEMENT

Both Parties agree that the provisions of this Agreement extend to the employees, officers, and representatives of their respective companies/businesses.

7. RETURN OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party's written request, the Recipient shall return all materials containing confidential information. The Recipient shall also deliver to the Disclosing Party written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

8. SEVERABILITY AND CONSTRUCTION

Except as expressly provided to the contrary herein, each article, term, condition, and Provision of this Agreement shall be considered severable. If, for any reason whatsoever, any such article, term, condition, or Provision herein is deemed to be invalid, illegal, or incapable of being enforced as being contrary to or in conflict with any existing or future law or regulation by any court or agency having valid jurisdiction, such shall not impair the operation or have any other effect upon such other articles, terms, conditions and provisions of this Agreement. The latter shall continue to be given full force and effect by the Parties hereto and be construed as if such invalid, illegal, or unenforceable article, term, condition, or Provision were omitted.

 

8.1. All captions, titles, headings, and article numbers herein have been inserted and are intended solely for the convenience of the Parties. None shall be construed or deemed to affect the meaning or construction of any provisions hereof or to limit the scope of the provision to which they refer.

 

All references herein to the masculine gender shall include the feminine and neuter genders, and all references herein to the singular shall include the plural, where applicable.

 

This Agreement constitutes the entire, full, and complete Agreement between the Parties concerning the subject matter hereof and shall supersede all prior agreements, no other representations having induced the Disclosing Party to execute this Agreement. No representation, inducement, promises, or agreements, oral or otherwise, between the Parties not included herein or attached hereto, unless of subsequent date, have been made by either Party, and none such shall be of any force or effect concerning this Agreement or otherwise. No amendment, change, or variance of this Agreement shall be binding upon either Party unless mutually agreed to by the Parties and executed by them or their respective authorized employees, officers, or agents in writing.

9. RELATIONSHIP

Neither Party is obligated under this Agreement to purchase any service or item from the other Party or commercially offer any products using or incorporating confidential information. This Agreement does not create any agency, Partnership, or joint venture.

10. NO WARRANTY

The Recipient acknowledges and agrees that the confidential information is provided on an "as is" basis. The Disclosing Party makes no warranties, express or implied, concerning the confidential information and, at this moment, expressly disclaims any implied warranties of merchantability and fitness for a particular purpose. In no event shall the Disclosing Party 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 Disclosing Party 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.

11.     WAIVER

No failure, delay, waiver, forbearance, or omission by either of the Parties hereto of the conditions or the breach of any term, provision, covenant, or warranty contained herein, whether by conduct or otherwise, and no custom or practice of the Parties not by the terms and conditions hereof, shall constitute or be deemed to be or be construed as being a further or continuing waiver of any such condition or breach, or the waiver of any other condition or the breach of any other term, provision, covenant or warranty of this Agreement.

12.     NOTICES

 

Any notices required or submitted under this Agreement shall be given in writing and shall delivered within the TheVitalPortal messaging applications, email and mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective Party at the following addresses, unless and until a different address has been designated by notice in writing to the other Party using the contact information provided in the invitation to review the

To the DISCLOSING PARTY Contact Information

To the RECIPIENT PARTY Contact Information

13.     LANGUAGE AND GOVERNING LAW

This Non-Circumvention Agreement shall be governed by, construed, and enforced in accordance with the laws of State of Georgia which law shall prevail in the event of any conflict of the Parties.

16.1 The Parties hereto acknowledge that they requested that the Evaluation Material Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the Parties relating to this Agreement be drafted in English.

14. ALTERNATIVE DISPUTE RESOLUTION

The Parties to this Agreement agree to attempt in good faith to resolve any conflicts, disputes, or claims arising from this Agreement by negotiation between senior executives or officials. If applicable, Parties agree to consider utilizing Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties. 

15. FORCE MAJEURE

If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party reasonably timely written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages, other labor disputes, or supplier failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, officers, agents, or affiliates.

16. ASSIGNMENT OF AGREEMENT

This Agreement may not be assigned or otherwise transferred by any Party in whole or in part without the express prior written consent of the other Parties. If any Party changes its corporate name or merges with another corporation, all Parties shall agree on the assignment.

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