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SPARK Services NDA

THIS AGREEMENT is made on the date of electronic signature December 21, 2024

BETWEEN:

SPARK I/T Services, LLC, a company organized and existing under the laws of the State of Oklahoma, with its principal place of business located at 105 N York Street, Muskogee, OK 74403 (hereinafter referred to as the "Disclosing Party");
(hereinafter referred to as the "Receiving Party").

WHEREAS:

The Disclosing Party agrees to disclose, and the Receiving Party agrees to receive confidential information under the terms and conditions described below.

1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. This includes, but is not limited to:

Technical data, strategies, and methodologies;
Marketing and sales information;
Financial information including pricing;
Employee information including HR practices and personnel data;
Information regarding the Disclosing Party’s computer networks, server facilities, and telephone systems;
Customer databases, client lists, and customer-specific information;
Software codes, development plans, and documentation;
Any other information deemed proprietary by the Disclosing Party.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party shall:

a) Hold and maintain the Confidential Information in strictest confidence;

b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;

c) Use the Confidential Information solely for the purpose for which it is disclosed;

d) Take all necessary steps to protect the Confidential Information from unauthorized use, disclosure, or theft;

e) Inform its employees, agents, and sub-contractors who have access to the Confidential Information of the confidential nature of such information and ensure their compliance with this Agreement.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

a) Is or becomes publicly known through no fault of the Receiving Party;

b) Is already in the possession of the Receiving Party without restriction on disclosure;

c) Is obtained from a third party without breach of this Agreement;

d) Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

4. TERM

This Agreement shall commence upon the Effective Date and shall continue in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing them from this Agreement, whichever occurs first.

5. RETURN OF CONFIDENTIAL INFORMATION

Upon the request of the Disclosing Party, the Receiving Party shall return all copies of the Confidential Information received.

6. NO LICENSE

Nothing contained herein shall be construed as granting or implying any transfer of rights to the Receiving Party of the Confidential Information or any patents or other intellectual property.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.

8. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9. AMENDMENT

This Agreement may only be amended in writing signed by both parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SPARK I/T Services, LLC

Signature: Electronic Signature on File-Robert E Allen Jr. CEO-SPARK Services

RECEIVING PARTY

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Timestamp

Audit

December 8, 2023 1:48 pm CST

SPARK Services NDA Uploaded by Robert Allen - [email protected] IP 174.128.131.11

December 8, 2023 2:02 pm CST

Robert Allen - [email protected] added by Robert Allen - [email protected] as a CC'd Recipient Ip: 184.179.33.18

December 8, 2023 2:07 pm CST

Robert Allen - [email protected] added by Robert Allen - [email protected] as a CC'd Recipient Ip: 184.179.33.18

December 11, 2023 11:24 pm CST

Robert Allen - [email protected] added by Robert Allen - [email protected] as a CC'd Recipient Ip: 174.128.131.11