In consideration of an existing or potential business relationship between Uplift, Inc. (Uplift), a Michigan not-for-profit corporation, and its product distribution arm, Cyber School, Inc. with a principal place of business at P.O. Box 241488 Detroit MI 48224, for the delivery of educational services, the parties agree that:

1. Definitions:

(a) “Uplift” includes Uplift, Inc. and any entity in which Uplift has common ownership or maintains at least a 50% controlling interest.

(b) "Proprietary Information" means any trade secret, financial information, business plans, or other information of Uplift’s deemed protectable under the Michigan Uniform Trade Secrets Act concerning the design, use, or implementation of its education products, services, or materials. By way of example only, proprietary information includes Uplift’s educational processes, techniques, research and development, and marketing plans and proposals, all of which provide Uplift with a competitive advantage.

(c) “Parties” includes entities who desire to review products for the sole purpose of purchasing product or enhancing business relationship.

2. Non-Disclosure: Parties will not directly or indirectly use or disclose Uplift’s Proprietary Information unless Uplift expressly consents in writing. Parties will not use Uplift’s Proprietary Information for any purpose other than to further the business relationship contemplated in this agreement.  Parties will return all Proprietary Information and samples or other tangible items incorporating Uplift’s Proprietary Information if either party terminates the existing business relationship (or declines to pursue the potential business relationship) contemplated in this agreement.

3. Freedom of Information Act Exemption: Parties will take all steps required under MCL 15.243(f) to ensure that this confidentiality agreement and Uplift’s Proprietary Information are exempt from disclosure under the Michigan Freedom of Information Act.

4. Permissible Disclosures: Despite this agreement, Parties may disclose:

(a) information that is (or subsequently becomes) public knowledge through no fault or actions of Parties;

(b) information that Parties knew before entering into this agreement. To use this exception, Parties must produce written records pre-dating this agreement. Parties may not use this exception if it received the information in connection with a breach of another confidentiality agreement or a violation of a confidential relationship;

(c) information that Parties lawfully obtained from a third party, unless that third party received the information from Uplift; or

(d) information that Parties must disclose to comply with a valid order or ruling of a court or other government entity, provided that Parties first:

(i) gives Uplift written notice prior to the disclosure, describing:

(A) the required disclosure; and

(B) the reason for the required disclosure; and

(ii) makes a reasonable effort to obtain a protective order requiring the recipient of Uplift’s proprietary information to utilize that information only for the purposes for which the court or other government entity entered the order or issued its ruling.

5. Liquidated Damages: Parties agrees that Uplift’s damages cannot be quantified with sufficient certainty to provide for an adequate remedy at law if Parties breaches or threatens to breach this agreement. Because of this difficulty, Parties agrees to pay Uplift $20,000.00 in liquidated damages if Parties breaches this agreement. Parties also agrees that injunctive relief as warranted if any court of competent jurisdiction determines that Parties has or is reasonably about to breach this agreement.

6. Assignment. Parties cannot assign or transfer this agreement in any manner without Uplift’s prior written consent. Uplift retains sole and absolute discretion as to whether it will grant consent to an assignment or transfer.

7. Severability. The invalidity, illegality, or unenforceability of any one or more of this agreement’s provisions does not effect or impair the validity,  legality, or enforceability of the remaining provisions, which remain in full force and effect.

8. Integration. This agreement constitutes the entire agreement between them. Parol evidence cannot be offered to prove an additional or a different term or terms.

9. Governing Law: Michigan law governs this agreement, excluding Michigan’s conflicts-of-law provisions.

10. Jurisdiction and Venue: The parties agree that Michigan state and federal courts will have personal jurisdiction over disputes arising under this agreement. They also agree that Wayne County Circuit Court or the United States District Court for the Eastern District of Michigan sitting in Detroit, Michigan are the only appropriate venues for disputes arising under this agreement.

11. Binding Effect. This agreement benefits and binds the parties and their respective successors and permitted assigns.

12. Authorization. Parties’ behalf warrants that he or she has the requisite authority to effectuate this agreement’s purposes, including that purpose connected with the Freedom of Information Act and becomes effective the date the demo is reviewed