MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into on __________________________________, by and between _____________________________________________________________ (“Company A”), and ___________________________________________________ (“Culinary Cannabis Company”) (hereinafter referred to collectively as the “Parties”), including the Parties’ officers, agents, partners, and all related affiliates, entities and subsidiaries, under the following circumstances:

WHEREAS, Culinary Cannabis Company is engaged in the business of cannabis manufacturing, retail, training, education, entertainment, and consulting;

WHEREAS, the Parties to this Agreement desire to discuss the possibility of working together on various cannabis projects and business opportunities;

WHEREAS, it is understood that these discussions, and any projects and other business opportunities arising therefrom, will require the Parties to disclose information that is either confidential, proprietary, or otherwise not available to the general public and as more fully defined herein (“Confidential Information”);

WHEREAS, the Parties recognize the value of their respective Confidential Information and that it is in their mutual best interests to maintain the confidentiality of said information, and that any dissemination of the producing party’s (“Producing Party”) Confidential Information by the receiving party could have extremely adverse consequences for the recipient (“Receiving Party”).

NOW, THEREFORE, in consideration of the mutual covenants and understandings hereinafter contained, the receipt and sufficiency of which is hereby acknowledged by Company A and Culinary Cannabis Company, the Parties hereby agree as follows:

Terms of Recital Clauses. The terms of the above recital clauses are hereby incorporated into this Agreement.

Confidential Information. Confidential Information shall include, but not be limited to all documents, records, information and data (whether received orally, in writing or electronic transmission), drawings, models, sketches, designs, schedules, product plans, information about existing or contemplated products, manufacturing processes, analyses, prototypes, samples, formulas, methodologies, formulations, know-how, experimental results, specifications and other business information, services, marketing and trending research, marketing plans and techniques, pricing policies, financial information, sales processes, management operations, business strategies, client lists, information concerning actual or prospective customers and their purchasing methods, procedures and personnel, bidding processes, costs, profits, sales, markets, patents, intellectual property, trademarks, service marks, patent applications, and all other writings, drawings, graphs, charts, photographs, phonographic records, tape recordings, discs, and other data compilations in whatever form relating to the Producing Party’s business, assets, operations or contracts, furnished to the Receiving Party and/or Receiving Party’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information is expressly designated as “Confidential” or “Proprietary”. Confidential Information shall also include and cover any and all analyses, compilations, work product, studies and other data or material prepared by or in the possession or control of the Receiving Party, that contain, include, refer to or otherwise reflect or are generated from any Confidential Information covered by this Agreement.

Form of Disclosure. Confidential Information may be oral, visual, by demonstration, or in any other form not permanently recorded, and shall be deemed Confidential Information whether such Confidential Information is expressly designated as “Confidential” or “Proprietary” information or material.

Term. The term of this Agreement shall begin on the latest date it is signed by Company A or Culinary Cannabis Company and shall continue for a period of five (5) years from the Effective Date thereafter, unless extended to a later date by Company A and Culinary Cannabis Company in a written amendment to this Agreement executed by both parties.

Use and Non-Disclosure of Information. The Confidential Information shall be used by the Receiving Party during the term of this Agreement solely for the purpose of evaluating and determining whether the Receiving Party is willing to enter into a separate written agreement and, if so, upon what terms (the “Transaction”). The Receiving Party may only disclose the Confidential Information to its employees to whom disclosure is necessary for evaluation the Transaction or its non-employees who are retained or otherwise utilized by the Receiving Party, and whose services and/or opinions are required, to evaluate the Transaction (referred to collectively as the Receiving Party’s “Agents”). The Receiving Party shall appropriately notify its Agents that all disclosures are made in confidence and shall be kept in confidence in accordance with the terms of this Agreement. The Receiving Party enters into this Agreement on its own behalf, and on behalf of its Agents, and shall be responsible for any actions of its Agents which violate the terms of this Agreement.

Exclusions. The term “Confidential Information” shall not include, and imposes no obligation upon the Receiving Party with respect to information which:

6.1. was known, in possession of, or independently developed and documented by the Receiving Party prior to the Producing Party’s disclosure of such information to the recipient; or

6.2. was or becomes generally known or available to the public other than as a result of a use or disclosure by the Receiving Party; or

6.3. was obtained by the Receiving Party from a third-party without an obligation to maintain its confidentiality; or

6.4. is approved by the Producing Party for release in a written authorization; provided that said notice of prior knowledge, possession, or receipt from a third-party is given to the Producing Party within thirty (30) days of receipt of the disclosed information from the Producing Party, or from a third-party. Otherwise, it shall be presumed that said information was not previously within the Receiving Party’s knowledge, possession, or control and/or received from a third-party.

Disclosures Required by Law. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, court order, civil investigative demand, or other similar process) to disclose any of the Confidential Information, the Receiving Party shall provide the Producing Party, as allowed by law, with prompt written notice of any such request or requirement so that the Producing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

Indemnification. The Receiving Party shall reimburse, indemnify and hold harmless the Producing Party and its affiliates, owners, employees, officers, directors, agents and representatives from any damage, loss, penalty, cost or expense incurred by the Producing Party as a result of or in connection with the use or disclosure of its Confidential Information contrary to the terms of this Agreement by the Receiving Party or its affiliates, employees, directors, officers, owners, consultants, agents or representatives to whom such Confidential Information is disclosed by. The term “affiliates” as used in this Agreement shall mean and refer to any persons, corporations, partnerships, limited liability companies, or other business entities, which directly or indirectly control, are controlled by, or are in common control with such party to this Agreement. As used herein, the term “control” shall mean and refer to possession, directly or indirectly, of power to direct or cause the direction of management or policies through ownership of securities, contract, or other means.

No Public Comment. The Receiving Party shall not directly or indirectly make any public comment, statement, or communication with respect to, or otherwise disclose or permit the disclosure to any third-party of any Confidential Information or any matter relating to the Subject Matter or purpose of any transactions contemplated by the Parties in connection therewith, without the prior written consent by the Producing Party.

Notice of Unauthorized Use or Disclosure. The Receiving Party shall immediately notify the Producing Party of any unauthorized use or disclosure of Confidential Information, or for any other breach of this Agreement by the Receiving Party or any third-party, and hereby agrees to cooperate with the Producing Party in its attempt to regain possession of such Confidential Information and/or prevent any further unauthorized use or disclosure.

Ownership and Return of Confidential Information. All Confidential Information disclosed by the Producing Party to the Receiving Party shall be and remain the property of the Producing Party, and upon the Producing Party’s written request, the Receiving Party shall promptly return all Confidential Information disclosed to it by the Producing Party, or certify in writing its secured destruction, and maintain the same confidential and protected information in accordance with this Agreement.

No Representations and No Warranties. The Parties understand and acknowledge that all Confidential Information disclosed by the Producing Party to the Receiving Party is made without any representations or warranty of any kind, express or implied, as to the accuracy or completeness of the Confidential Information.

No License. Nothing contained in this Agreement shall be construed as granting or conferring to the Receiving Party any rights, license or otherwise, either expressly or by implication, in or to any Confidential Information disclosed by the Producing Party to the Receiving Party as a result of this Agreement, including, but not limited to any rights or license under any present or future patent, patent application, copyright, trademark, service mark, trade secret or other proprietary information owned, licensed or controlled by the Producing Party.

Survival. The Receiving Party’s non-disclosure obligations pursuant to the terms of this Agreement shall survive until all Confidential Information is returned to the Producing Party or written certification of its destruction.

Relationship. This Agreement shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort, or agency arrangement. The Receiving Party, unless otherwise stated in a separate agreement, shall have no ownership interest whatsoever in the Confidential Information disclosed to them by the Producing Party.

No Waiver. This Agreement does not imply any waiver of any rights or actions by the Parties under patent, trademark, copyright, trade secret, unfair competition, fair trade, or related laws. Any failure by the Parties to enforce any provision of this Agreement shall not be construed as a wavier of any terms herein.

Binding Agreement. This Agreement shall be binding upon the Receiving Party and its subsidiaries, successors, assigns, legal representatives, and affiliates, and shall inure to the benefit of the Producing Party and its subsidiaries, successors, assigns, legal representatives, and affiliates.

Injunctive Relief. The Receiving Party understands and agrees that any use or dissemination of the Producing Party’s Confidential Information in violation of this Agreement will cause the Producing Party irreparable harm for which monetary damages may not be a sufficient remedy for the unauthorized use or disclosure of Confidential Information, and that the Producing Party may not have an adequate remedy at law. Therefore, the Producing Party shall be entitled to seek injunctive or equitable relief as may be deemed necessary and proper, without waiving any other rights or remedies available to it under the law. Any such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available to the Producing Party in equity or at law.

Attorney’s Fees and Costs. If either party to this Agreement retains legal counsel to enforce any terms or conditions of this Agreement, the prevailing party shall be entitled to recover its expenses and reasonable attorneys’ fees.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflict or choice of law, and the Parties consent that any dispute arising under this Agreement shall be resolved in a state or federal court of competent jurisdiction located in the City of Chicago, Illinois.

Assignment. This Agreement shall not be assignable by either Party hereto without the other Party’s prior written consent, and any purported assignment without such prior written consent shall be void.

Entire Agreement. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof, and shall supersede all previous communications, representations, understandings, and agreements, either oral or written between the parties, or any officials or representatives thereof. This Agreement may not be changed or modified unless by a written agreement signed by the Parties or by their successors in interest.

Severability. If any provisions of this Agreement shall be determined to be invalid or unenforceable, either in whole or in part, as contrary to the laws or public policy of the State of Illinois, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions and to alter the balance of this Agreement valid and enforceable.

Headings. The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning of the provisions therein.

Counterparts. This Agreement may be executed in one or more counterparts including signing a facsimile copy. Each counterpart shall be deemed an original and all counterparts together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto caused their duly authorized representatives to execute this Agreement as of the dates written below.

[Company A Name]

Representative’s Signature:	Date:

Representative’s Name (Print):

[Culinary Cannabis Company Name]

Representative’s Signature:	Date:

Representative’s Name (Print):