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NON-DISCLOSURE AGREEMENT

This Agreement entered into this , between TTINC DBA The New Human together with its affiliates, and , together with its affiliates, sets forth the terms that will apply to the treatment of certain confidential and/or proprietary information that a party may disclose (the "Disclosing Party") to the other receiving party (the “Receiving Party”) preliminary to and for the purpose of a possible business relationship involving one or more transactions (the "Transaction"). In consideration of the receipt of Confidential Information and the promises contained herein the parties hereto agree as follows:

“Representatives” means, with respect to any person, its affiliates and the directors, officers, employees, agents, advisors, counsel and auditors of such person and of such person’s affiliates.
“Confidential Information” means all oral and written information and material relating to the Transaction or the Disclosing Party, including, without limitation, information concerning the business, financial condition, business projections, operations, customers, and transactions, certain proprietary "know-how," all specifications, operations or systems manuals, intellectual and proprietary property, decision processes, reports, profiles, system and management architectures, diagrams, graphs, models, sketches, drawings, designs, samples, technical data, research, business or financial information, current or historical data, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, pricing information, customer names and other customer information, proprietary ideas, concepts, know-how, methodologies and all other information related to the Disclosing Party’s business and/or the business of the Disclosing Party’s parent, affiliated, or subsidiary companies, and methodologies and any notes, compilations or other material containing such information prepared by a Receiving Party. Confidential Information shall also include any nonpublic personal information (as defined in 15 U.S.C. § 6809(4)) of a Disclosing Party’s clients or prospective clients (and/or such Disclosing Party’s parent, affiliated, or subsidiary companies) (“Nonpublic Personal Information”) which may be disclosed or conveyed by the Disclosing Party to the Receiving Party, or to which the Receiving Party may otherwise have access; provided however, Confidential Information does not include (i) information that was, is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in breach of this Agreement and (ii) information that was within the possession of the Receiving Party or any of its Representatives prior to being furnished to the Receiving Party or its Representatives pursuant hereto or is lawfully obtained by the Receiving Party or any of its Representatives thereafter from a source that, in each case, as far as the Receiving Party or such Representatives are aware, is not, by virtue of such disclosure, in breach of any obligation of confidentiality of such source with respect to such information.
Confidential Relationship between the Parties. The parties hereto agree to maintain the confidentiality of
1. (i) the existence of this Agreement,
2. (ii) any and all discussions or negotiations between the parties and
3. (iii) the existence or nature of any relationship between the parties.
Restrictions on Use and Disclosure. The Receiving Party, except as otherwise set forth in this Agreement, shall
1. (i) accept Confidential Information for the purpose of the Transaction (the “Permitted Purpose”) and not use Confidential Information for any unlawful purpose and
2. (ii) keep confidential and not disclose the Confidential Information to any person and
3. (iii) use reasonable care in protecting the confidentiality of the Confidential Information.
Permitted Disclosure. The Receiving Party may disclose Confidential Information
1. (i) to its Representatives for the Permitted Purpose; provided that the Receiving Party shall inform such Representatives of the confidential nature of Confidential Information, direct them to treat Confidential Information in accordance with the terms of this Agreement and the Receiving Party shall be responsible for any breach of this Agreement that results from the actions or omissions of such Representatives,
2. (ii) to the extent required by law, subpoena or other legal process or as otherwise requested by any governmental agency, regulatory authority (including, any self-regulatory organization claiming to have jurisdiction) or any bank examiner or for evidentiary purposes in any action, proceeding or arbitration related to the Transaction or the Confidential Information to which Receiving Party or its Representatives is a party; provided that if the Receiving Party discloses or intends to disclose any Confidential Information to a person pursuant to this subparagraph
3. (iii), then the Receiving Party will inform such person of the confidential nature of such information and, to the extent not prohibited by any law, notify the Disclosing Party of such disclosure promptly and upon request of the Disclosing Party, shall, at the Disclosing Party’s expense, seek to obtain confidential treatment of such Confidential Information by the persons to whom it is disclosed.
Protection of Confidential Information. The Receiving Party understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
1. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
2. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
3. Unauthorized Use. The Recipient shall promptly advise the Owner if the Owner becomes of aware of any possible unauthorized disclosure or use of the Confidential Information.
Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a nondisclosure agreement substantially the same as this Agreement at the request of the Owner.
Unauthorized Disclosure of Information - Injunction. If it appears that the Receiving Party has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Disclosing Party shall be entitled to an injunction to restrain the Receiving Party from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
Standards for Safeguarding Nonpublic Personal Information. With respect to Nonpublic Personal information, the Receiving Party shall comply with the additional requirements contained in this paragraph. The Receiving Party shall comply with all federal, state and local laws, rules, regulations and ordinances governing or relating to privacy rights in connection with its performance under this Agreement including, without limitation, the Gramm-Leach-Bliley Act (the “GLB Act”) and its implementing regulations. The Receiving Party shall implement such physical and other security measures as shall be necessary to
1. 1. (a) ensure the security and confidentiality of the Nonpublic Personal Information of the “customers” and “consumers” (as those terms are defined in GLB Act) of the Disclosing Party which it holds,
  2. (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and
  3. (c) protect against any unauthorized access to or use of such nonpublic personal information.
    As regards the Nonpublic Personal Information Information, the Receiving Party represents and warrants that it has implemented appropriate measures designed to meet the objectives of Section 501(b) of the GLB Act (15 USC 6801(b)). Upon request by the Disclosing Party, the Receiving Party will provide to the Disclosing Party evidence reasonably satisfactory to the Disclosing Party to allow the Disclosing Party to confirm that the Receiving Party has satisfied its obligations as required under this paragraph. Without limitation, this may include the Disclosing Party’s review of nonprivileged audits, summaries of test results, and other equivalent evaluations of the Receiving Party. In the event that Nonpublic Personal Information is, or is reasonably believed by a Party to have been acquired by or made available to an unauthorized person, or accessed, disclosed used by an unauthorized person, such Party shall notify the other Party immediately following discovery of such unauthorized acquisition, use, access or disclosure. Further, each Party agrees to take appropriate action to address incidents of unauthorized access, disclosure or use of the Nonpublic Personal Information.
Return of Confidential Information. If Receiving Party or any of its Representatives has received Confidential Information and chooses not to participate in the Transaction, the Receiving Party shall upon request of the Disclosing Party return to the Disclosing Party or destroy as soon as practical all originals and copies of the Confidential Information, without retaining any copies thereof unless such copies are retained by the Receiving Party or its Representatives to comply with their respective internal compliance policies only or in accordance with applicable law or regulation. The Receiving Party and such Representatives shall hold any such retained information in accordance with the terms of this Agreement.
No Commitment to Transaction. This Agreement does not obligate either party or any of their respective affiliates to enter into the Transaction or any other transaction or to provide any product or service to the other party.
No Fiduciary Relationship. Neither this Confidentiality Agreement, nor any exchange of Confidential Information under it, will be construed as creating any fiduciary, advisory or other relationship or obligation of any kind between the parties beyond the terms of this Confidentiality Agreement. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed to the Receiving Party.
Nonsolicitation of Employees. Each party hereto agrees that for a period of one year following the date of this Agreement, it will not solicit the employment of or hire, any current officer or employee of the other party, or its affiliates, with whom it has had contact during the evaluation and/or consummation of the Transaction.
Remedies. Money damages would not be a sufficient remedy for a breach of this Agreement and that in addition to all other remedies available at law or in equity, the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages.
No Responsibility. The Disclosing Party makes no representation or warranty, either express or implied, as to the accuracy, relevance or completeness of the Confidential Information.
Governing Law. This Confidentiality Agreement shall be governed by, and construed in accordance with, the laws of the state of Colorado, without giving effect to conflict of laws principles.
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, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL 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 Receiving Party will be marketed or carried out as disclosed, or at all. Any actions taken by the Receiving Party in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
Limited License to Use. The Receiving Party shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Receiving Party acknowledges that, as between the Disclosing Party and the Receiving Party, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Disclosing Party, even if suggestions, comments, and/or ideas made by the Receiving Party are incorporated into the Confidential Information or related materials during the period of this Agreement.
Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
Attorney’s Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
Miscellaneous. This Confidentiality Agreement embodies the entire understanding between the parties with respect to the Confidential Information and supersedes any prior agreements relating thereto. This Confidentiality Agreement may only be modified in writing by the parties hereto. Any forbearance or delay on the part of either party in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party and any attempt to do so without such consent shall be null and void. The parties agree that the terms and conditions of this Agreement are the result of negotiations between the parties and that this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.
Non-Compete. It is understood that Receiving Party shall not compete nor engage or invest in, independently or with others, any business activity that might be the same as or similar to the business of the Disclosing Party.
Execution. This Agreement may be executed in one or more counterparts and by electronic signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned Receiving Party and Disclosing Party have caused this Confidentiality Agreement to be executed and delivered on its behalf as of the date first above written.

By:

Its:

By: Michele Menzel President Transformational Technologies Inc.

Its: Owner

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