THIS AGREEMENT is made and entered into as of by and between Kamsa Thephavong, (the
“Disclosing Party”), located at 334 N St Francis Ave, Suite 360 Wichita, Kansas 67202, and “Company Name”,
(the “Recipient” or “Receiving Party”), located at, “Company Adress”

This agreement is entered into pursuant to Independent Contractor. The recipient shall be acting as
a contractor. Throughout the duration of this Agreement, the Disclosing Party may deem it
necessary to disclose or share certain proprietary information with the Recipient. Therefore, in
consideration of the mutual promises and covenants contained within this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
both parties hereto agree as follows:

Confidential Information

For all intents and purposes of this Agreement, “Confidential Information” shall mean and
include any data or information that is deemed proprietary to the Disclosing Party and that which
is not generally known to the public, whether in tangible or intangible form, whenever and
however disclosed, including, but not limited to, (i) any form of a marketing plan, strategies,
financial information or projections, operations, sales quotes or estimates, business plans,
performance results which may be related to the past, present, and/or future business activities of
said party, its subsidiaries, and affiliated companies; (ii) plans for products or services, and
customer or supplier lists; (iii) any scientific, technical, or data information, invention, design,
process, procedure, formula, improvement, technology or method; (iv) any concepts, reports,
data, knowledge, works-in-progress, designs, development tools, specifications, computer
software, source code, object code, flow charts, databases, inventions, information, and trade
secrets, trademarks, and copyrights; and (v) any other information that should reasonably be
recognized as confidential information of the Disclosing Party. Confidential Information need
not be novel, unique, patentable, copyrightable, or constitute a trade secret in order to be
designated Confidential Information. The Receiving Party acknowledges that the Confidential
Information is proprietary to the Disclosing Party, has been developed and obtained through
great efforts by the Disclosing Party and, as such, the Disclosing Party regards all of its

Confidential Information as trade secrets. 

Notwithstanding anything in the foregoing statement to the contrary, Confidential Information
shall not include any such information which: (i) was known by the Receiving Party prior to
receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known
to the Receiving Party from a third-party source not known, after diligent inquiry, by the
Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality, (iii)
is or shall become publically available through no fault or failure to act by the Receiving Party in
breach of this Agreement; (iv) is required to be disclosed in a judicial or administrative
proceeding, or is otherwise requested or required to be disclosed by law or regulation, although
the requirements of Compelled Disclosure shall apply prior to any disclosure being made; and
(v) is or has been independently developed by employees, consultants, or agents of the Receiving
Party without violation of the herein contained terms and conditions of this Agreement or
reference or access to any Confidential Information.

Confidential Information Disclosure

The Disclosing Party may deem it necessary, from time to time, to disclose or make available to
the Receiving Party Confidential Information. It shall then become the responsibility of the
Receiving Party to (i) limit the disclosure of any Confidential Information belonging to the
Disclosing Party to the Receiving Party’s directors, officers, employees, agents, or representatives
(collectively herein referred to as “Representatives”) who have a need to know such Confidential
Information in connection with the current or contemplated business relationship between the
parties to which this Agreement relates, and only for that purpose; (ii) advise its Representatives
of the proprietary nature of the Confidential Information and of the obligations set forth herein
this Agreement and require such Representatives to keep the Confidential Information
confidential; (iii) shall keep all Confidential Information strictly confidential by way of
exercising a reasonable degree of care, but not less than the degree of care that the Receiving
Party would exercise in safeguarding their own confidential information, and (iv) not disclose
any Confidential Information received to any third parties unless otherwise provided for herein this Agreement.
Therefore, each party shall be responsible for any breach of this Agreement by any of their
respective Representatives.

Induced Disclosure of Confidential Information

Notwithstanding anything in the foregoing clauses to the contrary, the Receiving Party maybe
compelled to disclose Confidential Information pursuant to any governmental, judicial, or
administrative order, subpoena, discovery request, regulatory request or similar method,
provided that the Receiving Party promptly notifies, to the extent feasible, the Disclosing Party
in writing of any such demand for disclosure so that the Disclosing Party, at its sole expense,
may seek to make such disclosure subject to a protective order or other appropriate remedies to
preserve the confidentiality of the Confidential Information; provided in the case of a broad
regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing
Party), the Receiving Party may promptly comply with such request provided the Receiving
Party provides (if permitted by such regulator) the Disclosing Party prompt notice of such
disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts
by, to the extent feasible, the Disclosing Party with any such request for a protective order or
other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not
seek a protective order and the Receiving Party is legally requested or required to disclose such
Confidential Information, disclosure of such Confidential Information may be made without

Independent Development

Receiving Party may currently or in the future be developing information internally, or receiving
information internally, or receiving information from other parties that may be similar to the
Disclosing Party’s Confidential Information. Accordingly, nothing in this Agreement will be
construed as a representation or inference that Receiving Party will not develop or have
developed products or services, that, without violation of this Agreement, might compete with
the products or systems contemplated by the Disclosing Party’s Confidential Information.


The herein contained Agreement shall remain in effect Indefinite, and shall be subject to an
extension of Indefinite months if both parties are still discussing and contemplating a business
transaction or relationship at the end of the original term. Notwithstanding the foregoing, the
parties’ duties to maintain in confidence any and all Confidential Information that may have been
disclosed during the term shall thus remain in effect indefinitely.

No Warranty

All Confidential Information is provided by Disclosing Party “AS IS” and without any warranty,
express, implied, or otherwise, regarding the Confidential Information’s completeness, accuracy
or performance. Remedies Both parties to this Agreement acknowledge and agree that the
Confidential Information hereunder this Agreement is of a unique and valuable nature, and that
the unauthorized distribution or broadcasting of the Confidential Information could have the
potential to destroy and, at the very least, diminish the value of such information. The damages
that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the
Confidential Information would be impossible to calculate. Therefore, both parties hereby agree
that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the
dissemination of any Confidential Information that would be in violation of the terms set forth
herein this Agreement. Any such injunctive relief provided shall be in addition to any other
available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled
to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney’s
fees that may be incurred while attempting to obtain any such relief. Furthermore, in the event
of any litigation which may be related to this Agreement, the prevailing party shall be entitled to
recover any such reasonable attorney’s fees and expenses incurred.

Return of Confidential Information

Upon completion/expiration or termination of this Agreement, the Receiving Party shall
immediately return and deliver to the Disclosing Party all tangible material and/or information
representing or exemplifying the Confidential Information provided hereunder and all notes,
summaries, memoranda, drawings, manuals, records, excerpts, or derivative information deriving
therefrom and all other documents, materials, notes, or copies (“Notes”) which may have been
converted to any computerized media in the form of any image, data, or word processing files
either manually or by image capture or any other form of work product that may be based on or
include any Confidential Information, in whatever form of storage or retrieval, upon the earlier
of (i) the completion or termination of this Agreement or (ii) at such time as the Disclosing Party
may so request; provided however that the Receiving Party may retain such of its documents as
is necessary to enable it to comply with its document retention policies. Alternatively, with the
prior written consent of the Disclosing Party, the Receiving Party may immediately destroy (in
the case of Notes, at the Receiving Party’s sole discretion) any of the foregoing embodying
Confidential Information (or the reasonably nonrecoverable data erasure of computerized data)
and, upon request, certify in writing such destruction by an authorized officer of the Receiving
Party supervising the destruction of the material and or information.

Notice of Breach

The Receiving Party shall immediately notify the Disclosing Party upon discovering any
unauthorized use or disclosure of Confidential Information by the Receiving Party or its
Representatives, or any other breach of this Agreement by the Receiving Party or its
Representatives, and will cooperate with any efforts by the Disclosing Party to assist the
Disclosing Party to regain the possession of its Confidential Information and thus prevent its
further unauthorized use.

No Legally Binding Agreement for Transaction

Both parties hereby agree that neither party shall be under any legal obligation of any kind
whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters
specifically agreed to herein. The parties further acknowledge and agree that each party herein
reserves the right, in their sole and absolute discretion, to reject any and/or all proposals and to
terminate discussions and negotiations with respect to any Transaction at any time. This
Agreement does not create or constitute a joint venture or partnership between the parties. In the
event that a Transaction should go forward, the non-disclosure provisions of any applicable
transaction documents entered into between the parties (or their respective affiliates) for the
Transaction shall supersede this Agreement. Should and such provision not be provided or
stipulated in said transaction documents, then this Agreement shall be the controlling instrument.


Each party herein warrants that it has the right and authorization to make such disclosures under
AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each
endeavor to include in the Confidential Information any and all information that they each
believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no
representation or warranty as to the accuracy or completeness of the Confidential Information is
being made by either party as the Disclosing Party. Furthermore, neither party is under any
obligation contained within this Agreement to disclose any Confidential Information it chooses
not to disclose. Neither party hereto shall have any liability to the other party, or to the other
party’s Representatives, resulting from any use of the Confidential Information except with
respect to the disclosure of such Confidential Information in violation of this Agreement.

Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes any and
all prior or contemporaneous understandings and agreements, whether oral or written, between
the parties, with respect to the subject matter hereof. This Agreement can only be modified by
a written amendment signed by the party against whom such enforcement is sought.

Governing Laws

The validity, construction, and performance of this Agreement shall be governed and construed in
accordance with the laws of Kansas or any applicable federal laws or statutes applicable to
contracts made and to be wholly performed within such state, without giving effect to any form
of conflict of law provisions thereof. The Federal and State courts located in Kansas shall have
sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.

Waiver of Contractual Right

Any such failure by either party to enforce the other party’s strict performance of any provision
of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision
or any other provision of this Agreement.


Although the restrictions herein contained in this Agreement are considered by the parties to be
reasonable for the purpose of protecting the Confidential Information, if any such restriction is
found by a court of competent jurisdiction to be unenforceable, such provision will be modified,
rewritten or interpreted to include as much of its nature and scope as will render it enforceable.
In the event it cannot be so modified, rewritten, or interpreted to be enforceable in any respect, it
will not be given effect, and the remainder of the Agreement shall be enforced as if such
provision was not included.


Any notices or communications required or permitted to be given hereunder may be delivered by
hand, deposited with a nationally recognized overnight carrier, emailed or mailed by certified
mail, return receipt requested, postage prepaid, in each case, to the aforementioned address of the
other parties, or any such other address or addressee as may be furnished by a party in accordance
with this paragraph. All such notices or communication shall be deemed to have been given and
received (i) in the case of personal delivery or email, on the date of said delivery, (ii) in the case
of delivery by a nationally recognized overnight carrier, on the third business day following
dispatch, and (iii) in the case of mailing, on the seventh business day following such mailing.

Transfer or Assign

This Agreement is personal in nature, and neither party may directly or indirectly assign or
transfer it by operation of law or otherwise without the prior written consent of the other party,
which consent shall not be unreasonably withheld. All obligations contained in this Agreement
shall extend to and be binding upon the parties to this Agreement and their respective successors,
assigns and designees.


The receipt of Confidential Information pursuant to this Agreement shall not prevent or in any
way limit either party from: (i) developing, making, or marketing products or services that are or
may be competitive with the products or services of the other, or (ii) providing products or
services to others who compete with the other.
Paragraph headings used in this Agreement are for reference only and shall not be used or relied
upon in the interpretation of this Agreement. “Company name”

Marketing & Intellectual Property Agreement

1. The Recipient agrees to assign to the Company, or its designee, all right, title, and interest in and to any and all inventions, original works

2) Notwithstanding anything to the contrary herein, any work performed by Company for the Recipient during the term of this Agreement shall
be considered a “Work Made for Hire” as defined in the U.S. Copyright laws (the “Works”), and shall be owned by and for the express
the benefit of Recipient. In the event it should be established that such work does not qualify as a Work Made for Hire, Company agrees to and
does hereby irrevocably assign to Recipient all of the Company’s right, title, and interest in such work product including, but not limited to, all
copyrights and other proprietary rights.
Without limiting the foregoing, Recipient’s rights in the Works include the right to change, edit, and rearrange the Works, and subtract from,
add to, and combine the Works with any other material, in whole or in part, as Recipient and its successors and assigns determine in their sole discretion. The recipient has no obligation to exercise any rights granted herein.

3. The validity, construction, and enforceability of this Agreement shall be governed in all respects by the law. This Agreement may not be
amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of
a conflict with any other agreement between the Parties with respect to the subject matter hereof. The failure of either party to enforce its
rights under this Agreement at any time for any period shall not be construed as a waiver of such rights