THIS IS A MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) and entered into as of today (the “Effective Date”), between you, a Thriveal Member, and THRIVEal, LLC a.k.a. THRIVEal CPA Network (“The Network”), a South Carolina Limited Liability Company.

1. Purpose. The members of The Network wish to enter into an agreement with a community of CPA/Accountancy firms focused on furthering the CPA/Accountancy industry. The Network’s focus will be on building community, advancing mutual collaboration among The Network members, and helping entrepreneurial firm owners grow their firms in sustainable ways that is best for them. The business relationship among the members of The Network is entered into with mutual interest between the two parties (“Authorized Purpose”) and in connection with this Authorized Purpose, each party may disclose to the other information that the disclosing party desires the receiving party to treat as confidential. As consideration for the disclosure of Confidential Information (as defined below), the parties wish to enter into this Agreement.

2. Confidential Information. Confidential information is any information regardless of the media or medium in which it exists that is disclosed by either party to the other party, either directly or indirectly that is subject to reasonable secrecy efforts by the disclosing party (a) either constitutes strategic or competitive data; or (b) by its very nature should be apparent to receiving party that the information being disclosed is considered confidential (“Confidential Information”). By way of example, Confidential information includes, but is not limited to, software, hardware, technical documentation, product or service specifications or strategies, firm process/workflow designs, marketing plans, orders of operations, new ideas, pricing information, financial information, and information relating to existing, previous or potential suppliers, customers and contracts (“Confidential Information”).

3. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and/or made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a party having no confidentiality obligations to the disclosing party (with respect to the Confidential Information) as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (vi) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evident in the receiving party’s possession.

4. Non-use and Non-disclosure of Confidential Information. Each party agrees to use any Confidential Information of the other party solely for the Authorized Purpose and not for any third party’s benefit. Each party agrees to limit disclosures of Confidential Information of the other party to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions regarding the Authorized Purpose. Each party agrees that it will not disclose any of the Confidential Information to any third party without the express written consent of the disclosing party. The receiving party shall not record any internet discussions or phone calls of the disclosing party without notifying and receiving beforehand, written permission from the other party. Neither party will reverse engineer, disassemble, or decompile any of the Confidential Information of the other party or any of the processes, designs plans, or other tangible objects which embody the Confidential Information of the other party and which are provided to the party hereunder.

5. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed an agreement imposing upon the employee obligations of confidentiality, non-disclosure and/or non-use that are at least as restrictive as those contained herein, prior to any disclosure of Confidential Information to such employees. Neither party shall make copies of Confidential Information of the other party unless previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

6. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and documents (regardless of media or medium) embodying the Confidential Information shall be promptly returned to the disclosing party if requested by the disclosing party.

7. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein. Invitation into the Circle.so platform is limited solely for the purpose of community conversations and messaging, and does not extend to any other uses or representational rights, including but not limited to uses for the purpose of the Member to act for or on behalf of The Network.

8. Phrases, Slogans and Logos. Uses of the following terms “Thriveal®,” “Thrivecast®,” “THRIVEal’s Deeper Weekend®,” “THRIVEal’s Incubator®, “A member of the THRIVEal CPA Network,” “Love Your Craft,” and “Accounting for the Brave” are granted strictly under the authority of this agreement. Only members of The Network are granted use of the above phrases, slogans and logos. Uses of the phrases, slogans, and logos above must be preapproved in writing by the owners of Thriveal before being used publicly.

9. Moderation. Moderation of comments in the private Circle.so community are at the sole discretion of the ownership and management of The Network. Moderation which could be, but is not limited to, removing comments that are, in The Network’s sole discretion, disrespectful to any member or The Network’s leadership, or even removal of members. Removal of members from the Network is at the sole discretion of the owners of Thriveal.

10. Non-solicitation. The member of the community agrees not to communicate with other members of The Network for the purpose of discussing, offering or otherwise soliciting or providing services that are similar to or competitive with the services that The Network offers to members. Services that are similar and/or competitive with those provided by The Network include, but are not limited to, firm consulting, partner coaching, educational teaching services, team training, small group masterminds, group conferences, or the like.

11. No Obligation. Nothing herein shall obligate either party to proceed within any relationship, and each party reserves the right, in its sole discretion, to terminate discussions contemplated by this Agreement concerning the Authorized Purpose. All obligations relating to the Confidential Information shall survive termination of such discussions and/or termination of membership in The Network and all such obligations shall remain in effect until terminated in writing by the disclosing party or the Confidential Information ceases to qualify as Confidential information as defined herein.

12. Partners. Access to the private community is provided to Members and Member partners. All access by any individual must be accompanied by this signed Non-Disclosure Confidentiality agreement.

13. Miscellaneous. The laws of the State of South Carolina and applicable laws of the United States of America shall govern this Agreement as well as all conflicts and/or disputes arising out of or in relation to this Agreement. The parties further agree that all conflicts or disputes arising out of or in connection to this Agreement shall be exclusively heard by the state and/or federal courts located in Greenville County, South Carolina. Therefore, the parties, hereby consent to personal jurisdiction and venue in such courts and waive any objections that they may have to the personal jurisdiction or venue of such courts. This document contains the entire agreement between the parties with respect to the subject matter hereof and neither party shall have any obligation, express or implied by law, with respect to confidential or proprietary information of the other party except as set forth herein. Each party represents, warrants and covenants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder, that all required corporate approvals and authorizations have been obtained, and that, upon signature by its authorized representative listed below, this Agreement shall have been duly executed and be legally binding upon the respective party in all respects. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement shall be binding upon each of the parties below, including their parents, subsidiaries, affiliates and/or successors in interest.

IN WITNESS WHEREOF , the parties have executed this Agreement through their duly authorized representatives as of the Effective Date.