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
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
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
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.