Are you looking for a family-friendly career that will allow you to balance family, work, and fitness?

Inspiring Wellness LLC, a California Limited Liability Corporation with a principal place of business of 2010 7th Ave., Oakland, CA, UNITED STATES (hereafter “MOMLETA”) desires to disclose to Recipient certain business information which MOMLETA regards as confidential and proprietary relating to MOMLETA's business model, franchising and licensing practices, franchisees, licensees, prospective franchisees, prospective licensees and proprietary business systems and practices in order for Recipient to evaluate whether to purchase a license or franchise from MOMLETA. (The “Purpose”). This agreement sets forth the terms and conditions under which such information shall be provided to Recipient. In consideration of MOMLETA’s disclosure of proprietary information (as defined below) to Recipient, Recipient agrees as follows:

1. Proprietary Information. "Proprietary Information" includes any and all non-public information disclosed by MOMLETA to Recipient, regardless of the form of disclosure, including but not limited to information learned by Recipient from MOMLETA’s employees or agents or through inspection of MOMLETA’s property, which relates to MOMLETA’s trade secrets and businesses, including its business plans, concepts, business opportunities, finances, research, development, know-how, inventions, personnel or third party confidential information disclosed to Recipient by MOMLETA. Proprietary Information may be verbally designated as such by MOMLETA.

2. Term. This Agreement shall be in effect from the Effective Date (see above) until (a) Recipient enters into a Franchise or License Agreement with MOMLETA or (b) if Recipient does not enter into a subsequent Franchise or License Agreement with MOMLETA, for a period of three (3) years from the Effective Date of this Agreement (the "Protection Period").

3. Non-Disclosure. Recipient (i) shall maintain Proprietary Information in strict confidence, (ii) shall use at least as great a standard of care in protecting MOMLETA's Proprietary Information as it uses to protect its own information of like character, but in any event not less than a reasonable degree of care; (iii) shall use such Proprietary Information solely for the Purpose; (iv) shall not copy or reproduce any of the Proprietary Information without MOMLETA’s express prior written consent; (v) shall not disclose such Proprietary Information to any third party without express written authorization from an authorized representative of MOMLETA; and (vi) shall upon MOMLETA’s request return or destroy all materials provided to Recipient that contain Proprietary Information”. The Protection Period for Proprietary Information marked or otherwise identified as “Confidential” shall be for so long as such information remains secret and confidential.

4. Limitations. Nothing contained herein shall in any way restrict or impair the Recipient's right to use, disclose or otherwise deal in Proprietary Information which:
   1. at the time of disclosure to the Recipient is in the public domain, as evidenced by written publication;
   2. after disclosure to the Recipient becomes part of the public domain by written publication through no fault of the Recipient;
   3. the Recipient can demonstrate was in its possession prior to the time of disclosure to the Recipient, was not acquired improperly and was not acquired directly or indirectly from MOMLETA or any person, firm or corporation acting on its behalf;
   4. the Recipient can show was acquired by the Recipient independently, after disclosure hereunder, from a third party without breach of agreement or violation of law; or
   5. the Recipient can show was independently developed by it without use of MOMLETA’s Proprietary Information.Further, disclosure of Proprietary Information shall not be precluded if such disclosure is in response to a valid order of a court or other governmental body or is otherwise required to be disclosed by law; provided, however, that the Recipient shall first have given written notice to MOMLETA that MOMLETA may seek an appropriate protective order.

5. No License. No right or license, express or implied, under any patent, copyright, trade secret or other proprietary right is granted hereunder. Neither party has an obligation under this Agreement to purchase any item or service from the other party.

6. No Waiver. No failure or delay by MOMLETA in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or subsequent exercise thereof or the exercise or any other right, power or privilege hereunder.

7. Contact. MOMLETA has the right to text, call, and email you regarding the sale of a MOMLETA franchise. To opt out of one or more communications, email sales@momleta.com.