Confidentiality Declaration

1. Purpose

The purpose of this Declaration is to protect the confidentiality of certain information disclosed by the Disclosing Party to the Recipient in connection with discussions regarding the potential sale of the website known as MoodikaMarket (« Website »).

2. Confidential Information

For the purposes of this Declaration, « Confidential Information » shall mean any and all information, data, or materials disclosed by the Disclosing Party to the Recipient, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, financial data, customer information, business plans, marketing strategies, proprietary technology, and any other information related to the Website.

3. Non-Disclosure and Non-Use

Recipient agrees that it shall not disclose any Confidential Information to any third party or use Confidential Information for any purpose other than evaluating the potential purchase of the Website without the prior written consent of the Disclosing Party.

4. Exceptions

Recipient’s obligations under this Declaration shall not apply to any information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient prior to disclosure by the Disclosing Party; (c) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligation; or (d) is independently developed by Recipient without use of or reference to the Confidential Information.

5. Return of Information

Upon the written request of the Disclosing Party or upon termination of discussions regarding the potential purchase of the Website, Recipient shall promptly return or destroy all copies of Confidential Information in its possession or control.

6. Governing Law

This Declaration shall be governed by and constructed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

7. Entire Agreement

This Declaration constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Declaration as of the date first above written.

M. Fiore