CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this “Agreement”) is entered into as of February 20, 2020 (the “Effective
Date”) by and between:
The BIG Company, a Delaware Corporation (“T.B.C”), of 123 Montpellier Ave, Chicago, DE 22222
AND
David Moore, as an Individual (“David”), of 123 Casual Rd, Chicago, DE 22222

The BIG Company and David Moore have indicated an interest in exploring a potential business
relationship (the “Transaction”). In connection with its respective evaluation of the Transaction, each party,
their respective affiliates and their respective directors, officers, employees, agents or advisors (collectively,
“Representatives”) may provide or grant access to certain confidential and proprietary information. The
party disclosing its Confidential Information to the other party is hereafter referred to as “T.B.C.” The party
receiving the Confidential Information provided by T.B.C is hereafter referred to as “David.” In consideration
for being furnished Confidential Information, T.B.C and David agree as follows:
1. Confidential Information
The term “Confidential Information” as used in this Agreement shall mean any data or information that is
competitively sensitive material and not generally known to the public, including, but not limited to,
information relating to any of the following: product development and plans, proprietary concepts,
documentation, marketing strategies, finance, operations, which T.B.C considers confidential.
2. Exclusions from Confidential Information
The obligation of confidentiality with respect to Confidential Information will not apply to any information if
the information is disclosed by David with the prior written permission and approval by T.B.C OR:
a. If the information is or was received by David from a third party source which, to the best knowledge
of David or their Representatives, is or was not under a confidentiality obligation to T.B.C with
regard to such information;
b. If the information is or becomes publicly known and available other than as a result of prior
unauthorized disclosure by David or any of their Representatives;
c.

If the information is independently developed by David prior to disclosure by T.B.C and without the
use and benefit of any of the Confidential Information; or

d. If David or any of their Representatives is legally compelled by applicable law, by any court,
governmental agency or regulatory authority or by subpoena or discovery request in pending
litigation but only if, to the extent lawful, David or their Representatives give prompt written notice
of that fact to T.B.C prior to disclosure so that T.B.C may request a protective order or other remedy
to prevent or limit such disclosure and in the absence of such protective order or other remedy,
David or their Representatives may disclose only such portion of the Confidential Information which
it is legally obligated to disclose.

3. Obligation to Maintain Confidentiality
With respect to Confidential Information:
a.
David and their Representatives agree to retain the Confidential Information of T.B.C in
strict confidence, to protect the security, integrity and confidentiality of such information and to not permit
unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential
Information except in conformity with this Agreement;
b.
David and their Representatives shall adopt and/or maintain security processes and
procedures to safeguard the confidentiality of all Confidential Information received by T.B.C using a
reasonable degree of care, but not less than that degree of care used in safeguarding their own similar
information or material;
c.
If there is an unauthorized disclosure or loss of any of the Confidential Information by David
or any of their Representatives, David will promptly, at their own expense, notify T.B.C in writing and take
all actions as may be necessary or reasonably requested by T.B.C to minimize any damage to T.B.C or a
third party as a result of the disclosure or loss; and
d.
Upon the termination of this Agreement, David will ensure that all documents, memoranda,
notes and other writings or electronic records prepared by them that include or reflect any Confidential
Information are returned or destroyed as directed by T.B.C.
4. Non-Disclosure of Transaction
Without the prior written consent from T.B.C, neither David nor their Representatives shall disclose to any
other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential
Information has been made available to it or that it has inspected any portion of the Confidential Information;
(b) the fact that T.B.C and David are having discussions or negotiation concerning the Transaction; or (c)
any of the terms, conditions or other facts with respect to the Transaction.
5. Non-Compete
David agrees that at no time from the date of this Agreement until February, 20 2025 will David engage in
any business activity which is competitive with T.B.C, nor work for any company which competes with
T.B.C.
6. Non-Solicitation
From the date of this Agreement until February 20, 2025, David agrees not to solicit any employee or
independent contractor of T.B.C on behalf of any other business enterprise, nor shall David induce any
employee or independent contractor associated with T.B.C to terminate or breach an employment,
contractual or other relationship with T.B.C.
7. Representatives
David will take reasonable steps to ensure that their Representatives adhere to the terms of this Agreement.
David will be responsible for any breach of this Agreement by any of their Representatives.
8. Disclaimer
There is no representation or warranty, express or implied, made by T.B.C as to the accuracy or
completeness of any of its Confidential Information. Except for the matters set forth in this Agreement,

neither party will be under any obligation with regard to the Transaction. Either party may, in its sole
discretion: (a) reject any proposals made by the other party or its Representatives with respect to the
Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any
time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the
Transaction at any time without prior notice to the other party.
9. Remedies
Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this
Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy
for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance
and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the
exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in
equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction
determines in a final non-appealable order that one party, or any of its Representatives, has breached this
Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in
connection with such litigation, including, but not limited to, any appeals.
10. Notices
All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be
sent via one of the following methods: delivery in person, overnight courier service, certified or registered
mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address
or by facsimile at the below facsimile number or in the case of either party, to such other party, address or
facsimile number as such party may designate upon reasonable notice to the other party.
The BIG Company
Taylor Johnson, Marketing Director
123 Montpellier Ave
Chicago, DE 22222
Phone number: (222) 222-2222
Fax number: (222) 222-2222
David Moore
123 Casual Rd
Chicago, DE 22222
Phone number: (222) 222-2222
Fax number: (222) 222-2222
11. Termination
This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this
Agreement; (b) the consummation of the Transaction; or (c) 5 years from the date hereof.
12. Amendment
This Agreement may be amended or modified only by a written agreement signed by both of the parties.

13. General Provisions
The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and
at no time will David or any of their Representatives be permitted to disclose Confidential Information,

except to the extent that such Confidential Information is excluded from the obligations of confidentiality
under this Agreement pursuant to Paragraph 2 above.
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware,
without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the
courts located in the State of Delaware for any legal action, suit or proceeding arising out of or in connection
with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action
or proceeding in such courts.
14. Miscellaneous
This Agreement will inure to the benefit of and be binding on the respective successors and permitted
assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without
the other party’s prior written consent. In the event that any provision of this Agreement is held to be invalid,
illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue
to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included
in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless
such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms
of such writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.

The BIG Company
By: ______________________
Name: Taylor Johnson
Title: Marketing Director

David Moore
By: ______________________