NON-DISCLOSURE/CONFIDENTIALITY POLICY

Ed-tech Leadership Collective, LLC

This Non-Disclosure/Confidentiality Policy (“Policy”) is established as of this 31st day of January, 2023, defined by the Ed-tech Leadership Collective, LLC (“ELC”), and establishing the guidelines and expectations of the members of ELC's peer group programs (the “Peers”).

            WHEREAS, ELC and the Peers are business professionals choosing to engage in a variety of conversations relating to business and related topics (the “Peer Group”);

            WHEREAS, by participating in the Peer Group the Peers may at times share and gain exposure to confidential and proprietary information and thoughts;

            WHEREAS, to gain the most value from participation in the Peer Group, the Peers acknowledge the need to freely and safely share confidential and proprietary information;

            NOW THEREFORE, in considera­tion of the disclosure of such Confidential Information, the premises and the mutual covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Peers hereto agree as follows:

1. This Policy shall apply to all confidential and proprietary information (“Confidential Information”) disclosed, shared or received by ELC and any of the Peers as a disclosing party (“Disclosing Party”) or as a receiving party (“Receiving Party”).
   
   
2. Receiving Party agrees to hold all Confidential Information in strict confidence and not to disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party. Receiving Party shall not disclose the Confidential Information to any person or entity that is not a party to this Policy. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information as required by law, properly served subpoena or order of a court of competent jurisdiction (so long as Receiving Party sends copies of any such request for disclosure of Confidential Information immediately upon receipt to Disclosing Party and thereafter provides Disclosing Party with copies of any Confidential Information that is disclosed).
   
   
3. If by hard copy, Receiving Party agrees that it will maintain the Confidential Information in separate, segregated files and that it will treat the Confidential Information provided to it with no less security with respect to third parties than they would treat their own confidential and proprietary information or that which is customary in the business community.
   
   
4. Receiving Party covenants and agrees that it will not, at any time, directly or indirectly: (i) communicate, disclose, disseminate, lecture upon or publish writings concerning the Confidential Information, (ii) aid anyone else in such communication, disclosure, dissemination, lecturing or publishing, or (iii) use the Confidential Information for any purpose whatsoever, except for purposes related to the Peer Group.
   
   
5. Receiving Party shall not be in breach of this Policy for disclosure of any Confidential Information which it can document that:
   1. was in the public domain on the date of its having received the Confidential Information;
      entered the public domain subsequent to Receiving Party’s receipt of the Confidential Information through no fault, act or omission of Receiving Party;
   2. was in Receiving Party’s possession from another source prior to the date Peer acknowledging this Policy;Receiving Party shall not be in breach of this Policy for disclosure of any Confidential Information which it can document that:
   3. was developed independently by Receiving Party without reference to the Confidential Information; or
   4. was disclosed by Receiving Party pursuant to the order of a court or governmental body of competent jurisdiction or otherwise required by law.
6. Receiving Party agrees that it will promptly, upon demand, return or destroy all tangible forms of the Confidential Information, including any copies made and computer records of such information or notes taken with respect to the Confidential Information.
   
   
7. Receiving Party acknowledges that remedies at law for any breach of this Policy will be inadequate and that Disclosing Party shall be entitled to preliminary and permanent injunctive relief with respect to any such breach. The parties further acknowledge, however, that Disclosing Party shall also have the right to seek remedies at law as well as or in lieu of injunctive relief in the event of any such breach.
   
   
8. This Policy has been entered into and shall be governed by the laws of the Commonwealth of Massachusetts.
   
   
9. This Policy shall be binding upon any successors, assigns, bankruptcy trustees or receivers of the parties hereof.
   
   
10. Obligations defined in this Policy shall expire two (2) years from the date of the termination, of the Peer Group, or of participation in the Peer Group by any Peer or ELC.