As a member of the Passive Profit System, I agree to respect the confidential nature of the information shared between members and, hereby, apply my electronic signature to the following document:

MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT governs the disclosure of information by and between the signer of this Agreement (hereinafter referred to as “member”) and other Passive Profit System members (hereinafter to as “other members”).

1. Definition of Confidential Information.

As used herein, “Confidential Information” shall mean any and all technical and non-technical information related to the development of apps for mobile devices provided by either party to the other, including but not limited to (a) patent(s) and patent applications, (b) trade secret, and (c) copyrighted information (d) proprietary information–ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.

2. Identification of Confidential Information.

All information shared in the Passive Profit System member forums or chat rooms will automatically be deemed as Confidential Information.

3. Exceptions to Confidential Information.

Each party’s obligations under this Agreement with respect to any portion of another party’s Confidential Information shall terminate when the party to whom Confidential Information was disclosed (the “Recipient”) can document that: (a) it was in the public domain at the time it was communicated to the Recipient by the other party; (b) it entered the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient; (c) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the other party; (e) it was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the other party; (f) it was communicated by the other party to an unaffiliated third party free of any obligation of confidence; or (g) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement.

4. Handling of Confidential Information.

The member agrees that, at all times and notwithstanding any termination or expiration of this Agreement, it will hold in strict confidence and not disclose to any third party Confidential Information of other members, except as approved in writing by other members.

5. Term and Termination.

The member’s obligations under this Agreement shall survive termination of their membership to the Passive Profit System, and shall be binding upon the member’s heirs, successors and assigns for a period of five (5) years.

6. Warranties.

Each member represents and warrants to the other members that (i) it has the requisite corporate authority to enter into and perform this Agreement, (ii) this Agreement constitutes its legally binding obligation, enforceable in accordance with its terms, and (iii) its execution and performance under this Agreement, including its disclosure of Confidential Information to other members, will not result in a breach of any obligation to any third party or infringe or otherwise violate any third party’s rights.

7. No Reverse Engineering.

Each member agrees that the software programs of the other members contain valuable confidential information and each member agrees it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party without the prior written consent of the other party.

8. No Grant of Rights.

The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the other party.

9. Equitable Remedies.

Member acknowledges that member’s breach of this Agreement may cause irreparable harm to another party for which the other party is entitled to seek injunctive or other equitable relief as well as monetary damages.

10. Miscellaneous.

No member shall transfer or assign this Agreement to any other person or entity, whether by operation of law or otherwise, without the prior written consent of the owner of the Passive Profit System membership program. Any such attempted assignment shall be void and of no effect. This Agreement shall be governed by, enforced under, and construed and interpreted in accordance with, the laws of Nevada without reference to conflict of laws principles. Each party agrees consents to venue and personal jurisdiction in Nevada. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. No member will assign or transfer any rights or obligations under this Agreement, including by operation of law, without the prior written consent of the owner of the Passive Profit System membership program. The Agreement is the complete and exclusive agreement regarding the disclosure of Confidential Information between the parties, and replaces any prior oral or written communications between the parties regarding Confidential Information.