This Non-Disclosure Agreement (the "Agreement") is entered into on as of the signing date (the “Effective Date”), by and between Private Investor Network, PIN, located in Woodbury, NY (referred to as the “Company”), and said PIN Membership (referred to as the “Receiving Party”), collectively “the Parties.” Private Investor Network is solely owned by ImpactU.Fund, LLC to provide a platform for Entrepreneurs, Entrepreneur Investors, and Investment Professionals to network. This platform creates an open forum regarding business opportunities and is neither an offer to sell nor a solicitation of an offer to buy any security. Neither ImpactU.Fund LLC, Private Investor Network, nor any affiliated or unaffiliated entity provide tax, legal, or investment advice regarding any business opportunity discussed on this platform.



As used in this Agreement, the following terms have the following meanings:

(1) “Confidential Information” shall mean information disclosed to me, either directly or indirectly, in writing, electronically, orally, by observation, or otherwise, known to me, or developed by me, alone or with others, in connection with my membership with the Company: (i) that is not generally known in the industry in which the Company is or may become engaged; (ii) that has been developed, or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company; and (iii) that has material economic value or potential material economic value to the Company's present or future business. Without limiting the generality of the foregoing, Confidential Information shall include customer lists, supplier or vendor lists, the identity of registered representatives and other affiliated persons of the Company, software programs, data customer account information, all Company program, pricing, marketing, sales, business contracts, or other financial or business information or agreements.

(2) “Rights” means all patents, trademarks, service marks and copyrights, and other recognized proprietary rights pertaining to Proprietary Information.


Duty of Trust and Confidentiality; Acknowledgements

I acknowledge that my membership creates in me a duty of trust and confidentiality to the Company with respect to the Confidential Information or any other information acquired by me:

(1) related, applicable, or useful to the Company's business, including the Company's anticipated research and development;

(2) resulting from tasks assigned to me by the Company;

(3) resulting from the use of equipment, supplies, or facilities owned, leased, or contracted for by the Company; or

(4) related, applicable, or useful to the business of any of the Company's clients or customers, which may be made known to me by the Company or by such client or customer, or developed or otherwise learned by me during the course of my membership.


Nondisclosure and Protection of Confidential Information

At all times, both during my membership and after the cessation of my membership, whether the cessation is voluntary or involuntary, I will not, directly or indirectly, except as required by the normal business of the Company or as expressly consented to in writing and in advance by the management of the Company:

(1) disclose, publish, or make available, other than to an authorized employee, officer, or director of the Company, any Confidential Information or Rights;

(2) sell, transfer, or otherwise use or exploit any Confidential Information or Rights;

(3) permit the sale, transfer, use, or exploitation of any Confidential Information or Rights by any third party; or

(4) retain upon termination of my membership with the Company any Confidential Information or Rights, any copies thereof, or any other materials containing or constituting Confidential Information or Rights.


Confidential and Proprietary Information of Third Parties

The Company has received and in the future may receive from third parties their confidential or proprietary information, subject to the Company's duty to maintain the confidentiality of such information and to use it only for certain limited purposes. I owe the Company and such third parties, during my membership and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence, and I shall not disclose, use, or induce or assist in the use or disclosure of any such confidential or proprietary information without the Company's prior express written consent, , consistent with the Company's agreement with such third party.


Noncompetition and Noninterference with Business

I agree that during my membership, I shall:

(a) not directly or indirectly engage in any employment, occupation, consulting, or other business activity which the Company shall determine in good faith to be in competition with the Company;

(b) not engage in any business enterprise that would be in competition with the Company;

(c) not enter into, be engaged or interested, as a stockholder (owning more than 10%), officer, agent, employee or otherwise, in any business or undertaking which may compete in any manner with that of the Company;

(d) promptly disclose to the Company's appropriate corporate officers or directors all business opportunities that are: (i) presented to me in my capacity as an officer or employee of the Company; and (ii) of a similar nature to the type of business the Company currently engages in or has expressed an interest in engaging in the future; and

(e) not usurp or take advantage of any such business opportunity without first offering such opportunity to the Company and receiving written notice from the Management of the Company that the Company is waiving its rights with respect thereto.

Following the termination of my Membership, I agree that I shall not:

(a) engage in unfair competition with the Company;

(b) aid others in any unfair competition with the Company;

(c) in any way breach the confidence that the Company placed in me during my Membership;

(d) misappropriate any Confidential Information or Rights; or

(e) breach any of my duties or obligations to the Company or any third party under this Agreement or any other agreement to which I am a party that relates to the subject matter hereof.


Non-Solicitation of Business or Customers

The Company considers and I acknowledge that the Company's customer lists and all information relating to the Company's customers are Confidential Information. I further understand that the business requirements, likes and dislikes of the Company's customers are intrinsic to the value of this Confidential Information. I therefore agree that for a period of twelve (12) months after the cessation of my Membership for any reason, whether with or without cause (or if this period shall be unenforceable by law, then for such period as shall be enforceable), I shall not influence or attempt to influence Customers of the Company to divert their business to any individual or entity then in competition with the Company. I further and specifically promise and agree that, during the time period referred to in this Section 7, I will not disrupt, damage, impair, or interfere with the business of the Company by disrupting its relationships with customers, agents, representatives, or vendors.


Reasonableness of Restrictions

I acknowledge that I have carefully read and considered the provisions hereof and, having done so, agrees that the restrictions set forth herein (including, but not limited to, the time periods of any restrictions) are fair and reasonable and are reasonably required for the protection of the interests of the Company.


Returning the Company Documents and Other Tangible Items

On termination of my Membership for whatever reason, whether with or without cause, I shall not take, nor allow a third party to take, and I shall return to the Company, all original copies and all reproductions of Confidential Information or Work Product or other materials or property of any nature belonging to the Company or pertaining to my Membership or work with the Company. I recognize that the unauthorized taking of any Confidential Information or Work Product may subject me to criminal prosecution and may also result in civil liability.


Representations and Warranties

I represent and warrant that:

(a) my performance of all the terms of this Agreement and as an member of the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my Membership;

(b) I have not and shall not enter into any agreement, either written or oral, in conflict with this Agreement;

(c) I have not brought and will not bring to the Company, or use in my Membership, any materials or documents of a former employer (which for purposes of this Agreement, shall include persons, firms, corporations, and other entities for which I have acted as an independent contractor or consultant) that are not generally available to the public, unless I first obtain express written authorization from any such former employer for their possession and use;


Equitable Remedies; Specific Performance

I acknowledge that the services rendered to the Company by me have been or will be of a special and unusual character that have a unique value to the Company and that irreparable injury will result to the Company from my violation of any of the terms of this Agreement. I expressly agree that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy in a court of competent jurisdiction respecting such violation or continued violation and I consent and stipulate to the entry of such injunctive relief or other equitable remedy prohibiting me from violating the terms of this Agreement

I acknowledge and agree that if I breach, or threaten to commit a breach of, any of the provisions of this Agreement, the Company shall have, in addition to, and not in lieu of any other rights available to the Company under law and in equity, the right to have such provisions specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the provisions of this Agreement would cause irreparable injury to the Company and that money damage would not provide an adequate remedy to the Company.


Severability; Separate Covenants

The provisions of this Agreement are divisible; if any such provision shall be deemed invalid or unenforceable, such provision shall be deemed limited to the extent necessary to render it valid and enforceable and the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way.

This Agreement shall be deemed to consist of a series of separate covenants. Should a determination be made by a court of competent jurisdiction that the character, duration, or geographical scope of any provision of this Agreement is unreasonable in light of the circumstances as they then exist, then it is the intention and the agreement of the Company and I that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on my conduct which are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company of the intended benefit of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because, taken together, they are more extensive than necessary to assure the Company of the intended benefit of this Agreement, then it is expressly understood and agreed by the Company and I that those of such covenants which, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding, shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof and I acknowledge and agree that I shall be legally bound by the remaining enforceable covenants.


Breach of Agreement

The Receiving Party is bound by this Agreement to notify the Disclosing Party in the event of a breach of agreement involving the dissemination of confidential information, either by the Receiving Party or a third party, and will do everything possible to help the Disclosing Party regain possession of the confidential information.

The Parties agree to the terms and conditions of this Agreement set forth above as demonstrated by their signatures as follows:


Successors and Assigns

This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement and their respective heirs, executors, assigns, and administrators including, without limitation, any person acquiring, whether by merger, consolidation, purchase of assets, or otherwise, all or substantially all of the Company's assets. I acknowledge and agree that for purposes of this Agreement, references to the Company shall include any subsidiaries of the Company and any activities that I may engage in on behalf of any such subsidiaries during my Membership shall be governed by, and subject to, the provisions of this Agreement.



All notices and communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered, certified, or express mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid courier service to the Company, by personal notice to its CEO and/or President whose current address is 125 Froehlich Farm Boulevard, Woodbury, New York 17797


Successors and Assigns

"This communication is for informational purposes only and does not constitute an offer to sell, a solicitation to buy, or a recommendation for any security or investment product, nor does it constitute an offer to provide investment advisory or other services. Any securities or investments mentioned herein may not be suitable for all investors. You should consult with a qualified financial advisor or professional before making any investment decision."