Consultant NDA

This Confidentiality and Nondisclosure Agreement (the “Agreement”), is between Infernozilla LLC,
with offices located at 13313 Cutten Road Apt 7206, Houston, Texas, 77069, United States of America
(“Company”), and ____Jay Boy C. Jimenez______________________, an individual with a physical
address of __055 Gotamco St., Agdao Davao City 8000________ (“Recipient”) (collectively, the
“Parties” and each, a “Party”).

WHEREAS, Company desires to assure the protection and preservation of the confidentiality of
information, which may be disclosed or made available to Recipient for the sole, limited purpose of the
performance of Company benefits/gains, new client acquisitions, marketing and advertising services on
behalf of Company, or any of their customers or clients, by Recipient (the “Purpose”); and

WHEREAS, the Parties intend by this Agreement, among other things, to limit the manner and extent to
which the Recipient may use or disclose the Company’s Confidential Information (as defined below);

NOW, THEREFORE, the Parties agree as follows:

1. Confidential Information.

A. Except as set forth below, “Confidential Information” includes, but is not limited to: all non-
public, proprietary, or other information of Company or relating to any customer or client of
Company, including all information surrounding marketing and advertising campaigns for clients
and customers and the results of those campaigns, in oral, visual, written, electronic, or other
tangible or intangible form, whether or not marked or designated as “confidential,”; Company’s
product information, business and marketing plans, advertising campaigns, financial/pricing
information, employee or contractor information, strategies, software, techniques, drawings,
designs, processes, specifications, technical data, research and development, inventions,
intellectual property, know-how, and Personal Information (as defined below) and is considered
confidential whether or not it is marked as such; and, all notes, analyses, summaries, and other
materials prepared by Recipient or any of its Representatives (as defined below) that contain, are
based on, or otherwise reflect, to any degree, any of the foregoing (“Notes”). Confidential
Information also includes the facts that the Parties are in discussions regarding the Purpose and
that Confidential Information has been disclosed and any terms, conditions, or arrangements
discussed.

B. Confidential Information does not include information:

* which at the time of disclosure is generally known in the Company’s trade or public;

* Setup of social media platforms

* Which Recipient can show by written records was already in its possession at the time of
disclosure and not subject to an existing agreement of confidence between the Parties;

* Which is received from a third party, other than a current or former agent or representative of
the Company without restriction and without breach of this Agreement or any other agreement;

* Which is independently developed by Recipient as evidenced by its written records; or,

Consultant NDA

* which is disclosed pursuant to a valid order of a court or regulatory agency or other

governmental body or any political subdivision thereof consistent with Section 3.

C. “Personal Information” includes, but is not limited to: any information that can be used to
distinguish or trace an individual’s identity, including an individual’s name, email address, social
security number, date and place of birth, mother‘s maiden name, biometric records, and any other
information that is linked or linkable to an individual, such as medical, educational, financial, and
employment information.

D. If, when disclosing other types of information, the Company affixes or incorporates into any
written information it discloses, a statement identifying the information as the Company's
Confidential Information, such as "Confidential Information" or words of like meaning, the
information is to be considered Confidential Information. If the information is orally disclosed
and the Company indicates the confidential nature of the information at the time of disclosure, the
information is to be considered Confidential Information. Notwithstanding the foregoing,
Confidential Information shall be deemed to include information that would reasonably be
understood to be of a confidential nature, given the circumstances surrounding the disclosure and
nature of the information.

2. Recipient’s Obligations of Confidentiality and Nondisclosure. In connection with the Purpose,

Company may disclose to Recipient, or Recipient may otherwise receive access to, Confidential
Information. Recipient agrees that it:

A. Shall use the Confidential Information solely for the Purpose;

B. Shall provide services outlined in the Purpose in return for disclosure of any information outlined
herein, and receive otherwise agreed upon compensation for those services for agreeing to these
confidentiality obligations;
C. Subject to Section 3, shall not disclose or permit access to Confidential Information other than to
its employees or subcontractors, as expressly permitted by Company (collectively,
“Representatives”), who:

* need to know such Confidential Information for the Purpose;

* know of the existence and terms of this Agreement; and,

* are bound by written confidentiality/nondisclosure agreements no less protective of the

Confidential Information than the terms contained herein;

D. shall be expressly prohibited from using any Confidential Information relating to clients or
customers for purposes of a case study;

E. shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at
least the degree of care it uses to protect its most sensitive information and no less than a
reasonable degree of care;

F. has in place appropriate technical, administrative, and physical controls to protect the
Confidential Information against accidental or unlawful destruction or accidental loss, alteration,
Consultant NDA
unauthorized disclosure or access, and which provide a level of security appropriate to the risk
represented by the processing and the nature of the Confidential Information to be protected.

G. shall promptly notify Company of any unauthorized use or disclosure of Confidential Information
and cooperate with Company to prevent further use or disclosure within 7 days from the breach
of this agreement; and,

H. shall be responsible for any breach of this Agreement caused by its Representatives.

3. Legally Required Disclosure.

A. In the event the Recipient or any of its Representatives is requested or required by law (including
by request for information or documents through legal proceedings, subpoena or other similar
process) to disclose any Confidential Information of the Company, Recipient shall provide the
Company with prompt written notice of any such request or requirement so that the Company has
the opportunity to seek a protective order or other appropriate remedy and/or waive compliance
with the provisions of this Agreement, in the Company’s sole discretion.

B. If, in the absence of a protective order or the receipt of a waiver by the Company, the Recipient is
nonetheless legally compelled to disclose such Confidential Information, and provided that the
Recipient has cooperated fully with the Company’s efforts to preserve the confidentiality of the
Confidential Information, including the Company’s efforts to obtain an appropriate protective
order or other reliable assurance that confidential treatment will be accorded to the Confidential
Information, the Recipient, without liability hereunder, shall only disclose that portion of the
Confidential Information that, in the written opinion of its legal counsel, Recipient is required to
disclose and only to the person(s) to whom such disclosure is legally required.

4. Return or Destruction of Confidential Information. Upon termination of this Agreement, and in any
event, within five (5) days after being so requested by the Company, Recipient shall, at Company’s
option, either return to Company or destroy all Confidential Information in its and its Representatives’
possession other than Notes, and destroy all Notes, and certify in writing to Company the destruction of
such Confidential Information.

5. Disclaimer of Warranties. Company has no obligation under this Agreement to (a) disclose any
Confidential Information or (b) negotiate for, enter into, or otherwise pursue the Purpose. Company
provides all Confidential Information without any representation or warranty, expressed or implied, as to
the accuracy or completeness thereof, and Company will have no liability to Recipient or any other
person relating to Recipient’s use of any of the Confidential Information or any errors therein or
omissions therefrom.

6. Ownership of Confidential Information. Company retains its entire right, title, and interest in and to
all Confidential Information, and no disclosure of Confidential Information hereunder will be construed
as a license, assignment, or other transfer of any such right, title, and interest to Recipient, its
Representatives, or any other person.
Consultant NDA
7. No Solicitation. Recipient acknowledges and recognizes the highly competitive nature of the business
of Company and accordingly agree that: during Recipient’s engagement with Company, and for one (5)
year thereafter, Recipient shall not directly or indirectly contact, communicate or work with, directly or
indirectly, any clients or customers of the Company;
hire or solicit, induce or influence, or attempt to induce or influence, or assist in the hiring or solicitation
of any person who, at any time during the one (1) year period prior to such hiring or solicitation was an
employee of Company, or otherwise entice or encourage any such person either to leave Company’s
employ or to provide services to any Company competitor.

8. Term and Termination. The rights and obligations of the Parties under this Agreement shall be
effective on the date the Agreement is signed by the last Party to sign it (the “Effective Date”), and shall
expire twenty-five (25) years after the Effective Date, unless terminated earlier by written notice from
Company to the Recipient; provided that with respect to Confidential Information that is a trade secret
under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever,
such Confidential Information loses its trade secret protection other than due to an act or omission of
Recipient or its Representatives.

9. Remedies. Recipient acknowledges and agrees that any breach of this Agreement will cause injury and
irreparable harm to Company for which money damages may be an inadequate remedy and that, in
addition to remedies at law, Company is entitled to equitable relief as a remedy for any such breach. In
the event of any breach or threatened breach of this Agreement, irrespective of any recovery of monetary
damages (which may be difficult or impossible to calculate), the Company shall be entitled, without the
requirement of posting a bond or other security, to enforce this Agreement in accordance with the terms
hereof by seeking immediate equitable relief, including specific performance and/or a temporary,
preliminary and permanent injunction from any court of competent jurisdiction. The Company may
pursue both monetary damages and equitable relief concurrently or consecutively, in any order, as to any
breach or threatened breach of this Agreement, and the pursuit of any one of such remedies at any time
will not be deemed an election of remedies or waiver of the right to pursue any other remedies, it being
agreed that all rights and remedies under this Agreement are cumulative and are in addition to and not in
substitution for any other rights and remedies available at law or in equity or otherwise.

10. Reasonable Restrictions. Recipient acknowledges and agrees that the covenants and restrictions
contained in this Agreement are reasonable in scope, area and duration and are necessary to protect the
Company’s business, good will, trade secrets, and near permanent, permanent and/or long-standing
relationships with its customers.

11. Indemnification. Recipient hereby indemnifies and agrees to defend and hold harmless the Company,
its partners, directors, officers, affiliates, employees and agents, from and against any damages, losses,
costs and expenses (including, without limitation, attorneys’ fees) suffered by either Party, as a result of a
breach of this Agreement by Recipient or its Representatives, or suffered as a result of the enforcement by
the Company of this Agreement against Recipient. If the Company shall prevail in any action at law or in
equity to enforce the provisions of this Agreement against Recipient, Recipient shall pay the Company’s
costs and expenses (including, without limitation, attorneys’ fees) incurred by the Company in enforcing
this Agreement against Recipient.

12. Miscellaneous Provisions.

Consultant NDA
A. Entirety of Agreement. This Agreement constitutes the entire agreement of the Parties hereto
concerning the subject matter hereof and supersedes any prior oral or written agreements
pertaining to the subject matter of this Agreement. This Agreement may not be modified,
changed or discharged in whole or in part, except in a separate agreement in writing signed by
Recipient and the Company.

B. Severability. If any provision of this Agreement (including any sentence, clause or word), or the
application thereof to any person, place or circumstance, shall be determined by a court of
competent jurisdiction to be invalid or unenforceable for any reason, (a) the remaining provisions
of this Agreement shall continue in full force and effect, unaffected by such determination, (b) the
court making such determination shall have the power to, and the Parties hereby request the court
to, modify such provision (by providing for or adjusting the scope and/or duration of any rights or
restrictions or otherwise) to the minimum extent necessary so that such provision becomes legal,
valid and enforceable to the maximum extent permitted by law and (c) such determination shall
apply only in the jurisdiction of such court and shall not alter, modify or affect such provision or
any other provision in any other jurisdiction.

C. No Export of Confidential Information. The Recipient represents and warrants to Company

that it will not export, directly or indirectly, Company’s Confidential Information or any portion
thereof in violation of any relevant law or regulation.

D. Governing Law. This Agreement and all matters relating hereto are governed by, and construed
in accordance with, the laws of Houston, Texas, United States of America, without regard to the
conflict of laws provisions of either. Any legal suit, action, or proceeding relating to this
Agreement must be instituted in the courts located in the City of Houston, Texas, United States of
America. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such
suit, action, or proceeding.

E. Notices. All notices must be in writing and addressed to the relevant Party at its address set out in
the preamble (or to such other address such Party specifies in accordance with this section) or by
email, to such email address such Party specifies in accordance with this section. All notices must
be sent by email (in which case such notices shall be effective upon delivery), personally
delivered (in which case such notices shall be effective upon delivery) or sent prepaid by
nationally recognized courier or certified or registered mail, return receipt requested (in which
case such notices shall be effective five (5) business days after being sent).

F. Successors and Assigns. The Recipient may not assign or otherwise transfer its rights, duties, or
obligations under this Agreement to any other person or entity, in whole or in part, without the
prior written consent of Company. This Agreement binds and inures to the benefit of the Parties
and their permitted successors and assigns.

G. Amendments and Modifications. No modification of or amendment to this Agreement, nor any

waiver of any rights under this Agreement, will be binding upon either Party unless made in
writing and signed by a duly authorized representative of each Party.

H. Waiver. No waiver by either Party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. No waiver by either Party shall
operate or be construed as a waiver in respect of any failure, breach, or default not expressly
identified by such written waiver, whether of a similar or different character, and whether
occurring before or after that waiver. No failure to exercise, or delay in exercising, any right,
remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver
Consultant NDA
thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power, or privilege.

I. Limitation of Relationship. Nothing contained herein shall create a joint venture between, or
partnership among the Parties.

J. Headings. The headings in this Agreement are for reference only and shall not affect the
interpretation of the Agreement.

K. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, email, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later of the two dates
below, that date being the Effective Date.

CONSULTANT COMPANY

By Infernozilla LLC
By ___Jay Boy C. Jimenez_____ __________________________

Date _11/14/2020 Date _11/14/2020