LIONMAN_Non_Disclosure_2011

NON-DISCLOSURE AGREEMENT This Agreement, made and entered into this 12th day of October, 2011, by and between Grand Master Eric “LIONMAN” O’Neal, Sr. / O’Neal Publishing. Inc. / LIONMAN Foundation, Inc., a Louisiana domiciled at 7400 New Castle St., New Orleans, Louisiana, 70126 (hereinafter referred to as “LIONMAN”) and________________________________________, domiciled in ________________________________________, (hereinafter referred to as “Contractor”), and.

WHEREAS, O’Neal Publishing. Inc. & LIONMAN Foundation, Inc. and its founder and President, Grand Master Eric O’Neal, Sr. have developed and possess proprietary practices, data and experience, compilations, programs, methods, techniques, know-how, processes and other intellectual property relating to the training and education of young people based on application of Karate martial arts techniques and certain creative characters and their experiences (initially identified in the book The Legend Of LIONMAN and the Seven KURODOS and all associated books and print materials), with the end result of increasing self-esteem, self-discipline, selfcontrol and goal setting, and reducing aggressive behaviors and attitudes, (hereafter collectively the “PROPRIETARY CONCEPTS”); and WHEREAS, said PROPRIETARY CONCEPTS are considered by LIONMAN to be secret and confidential and constitute valuable commercial assets; and WHEREAS, said PROPRIETARY CONCEPTS derive independent economic value, actual or potential, from not being generally known and not being readily ascertainable by proper means by other persons who could obtain economic value from disclosure or use of said PROPRIETARY CONCEPTS; and WHEREAS, said PROPRIETARY CONCEPTS are subject to efforts that are reasonable under the circumstances to maintain the confidential nature of said PROPRIETARY CONCEPTS; and WHEREAS, LIONMAN is willing, subject to the terms and conditions of this NonDisclosure Agreement, to disclose as much of the PROPRIETARY CONCEPTS to Contractor as may be necessary for Contractor to operate as an instructor under contract or employment to LIONMAN, working with troubled youth in schools, community centers and other locations, where LIONMAN has been retained to provide said youth development training; LIONMAN and Contractor agree as follows: 1.

The term “CONFIDENTIAL INFORMATION” as used herein means all information, data, experience, trade secrets and intellectual property of LIONMAN referred to above as constituting the PROPRIETARY CONCEPTS, whether of a technical, operational, marketing, or other economic nature, disclosed to or obtained by Contractor in writing, by oral disclosure, or otherwise from LIONMAN.

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2.

In consideration of LIONMAN’s willingness to disclose said CONFIDENTIAL INFORMATION, Contractor agrees for a term of five (5) years from the execution of this NonDisclosure Agreement for him/herself, any affiliates, subsidiaries, employees, agents, representatives, successors and assigns (without regard to the continued relationship between Contractor and such affiliates, subsidiaries, employees, agents, representatives, successors and assigns, or the lack thereof): A. Not to make any use whatsoever of said CONFIDENTIAL INFORMATION, except for conducting youth development training under contract or employ to LIONMAN, or for such other purposes as may be approved in writing by LIONMAN, and accordingly, without limiting the generality of the foregoing, not to use said CONFIDENTIAL INFORMATION in connection with any work performed by or for Contractor, either for him/herself, or for any other person, firm, entity or corporation, nor to participate with any third party in any business venture, development or other relationship, which is substantially the same as that disclosed by LIONMAN, or involves, uses or relates to said CONFIDENTIAL INFORMATION. B. To not disclose said CONFIDENTIAL INFORMATION to third parties without prior written consent of LIONMAN, which may be conditioned upon execution of Non-Disclosure Agreements between LIONMAN and such third parties. Further, Contractor shall not disclose said CONFIDENTIAL INFORMATION to any current or potential competitor of LIONMAN. C. To keep all such CONFIDENTIAL INFORMATION secret and confidential, including but not limited to, marking all written materials, documents and other media containing such information as secret and confidential, and to maintain such CONFIDENTIAL INFORMATION with sufficient security to prevent unauthorized disclosure, use or reproduction.

D. To use no less care in protecting LIONMAN’s CONFIDENTIAL INFORMATION than Contractor uses in protecting his/her own trade secrets, confidential and proprietary information; but in no event shall Contractor fail to exercise efforts that are reasonable in the circumstances to maintain the secrecy of LIONMAN’s CONFIDENTIAL INFORMATION. E. To not disclose said CONFIDENTIAL INFORMATION to news media or publications, whether print, electronic or other, without prior written consent of LIONMAN. F. To surrender all written materials, documents and other media containing said CONFIDENTIAL INFORMATION to LIONMAN upon written request; or to locate and delete or otherwise destroy all copies of said CONFIDENTIAL INFORMATION in any media and provide written certification of such deletion and destruction to LIONMAN; and to refrain from any reproduction of LIONMAN’s CONFIDENTIAL INFORMATION. 3.

This Non-Disclosure Agreement may only be modified with the agreement and consent of both LIONMAN and Contractor, which modification must be in writing.

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4.

This Non-Disclosure Agreement reflects the entire agreement between LIONMAN and Contractor and may not be modified by prior or subsequent oral discussions or verbal agreements, and supersedes any prior agreement between LIONMAN and Contractor concerning these matters.

5.

The invalidity of any portion of this Non-Disclosure Agreement shall not affect the remainder of this agreement, which shall be construed as though the invalid portion were stricken.

6.

This Non-Disclosure Agreement shall be governed by and interpreted in accordance with the laws of the State of Louisiana, including but not limited to, the Louisiana Uniform Trade Secrets Act, La. R.S. 51:1431, et seq.

7.

In recognition of the irreparable harm and damages that may result from disclosure of said CONFIDENTIAL INFORMATION, Contractor agrees that LIONMAN may seek injunctive relief, damages, attorneys’ fees, and equitable relief to halt or obtain redress for any violation of this agreement.

8.

Contractor and LIONMAN agree that any dispute arising out of this agreement shall be adjudicated before the Civil District Court for the Parish of Orleans, State of Louisiana.

Any disputes concerning exclusively issues of federal law of the United States shall be adjudicated before the United States District Court for the Eastern District of Louisiana.

9.

LIONMAN and Contractor’s rights and obligations under this Non-Disclosure Agreement shall inure to the benefit of and shall be binding upon the parties’ successors and assigns.

O’NEAL PUBLISHING. INC.:

CONTRACTOR / INVESTOR / ETC.

______________________________

___________________________

BY: Grand Master Eric O’Neal, Sr. ITS: President/CEO

Name: ________________________

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