The agreement below offers protection to your idea when you disclose it to us, even if you have not applied for a patent. Please read it carefully. If you do not understand it please consult with a professional legal adviser. The Agreement is activated when you submit your idea.

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This Agreement is between IdeaPros, LLC; a Wyoming Company (“IDEAPROS”) and you (“FOUNDER”). It is understood and agreed that the parties to this Agreement would each like to provide the other with certain information that may be considered confidential. To ensure the protection of information and in consideration of the agreement to exchange said information, the parties agree as follows:

1. The confidential information to be disclosed under this Agreement (“Confidential Information”) can be described as and includes:

Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, and shall be maintained for five (5) years from the date of disclosure.

2. This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed to a third party by, or with the authorization of the disclosing party; or (e) is independently developed.

3. FOUNDER understands and agrees that the discovery anticipated as a result of this Agreement shall be with the intent of IDEAPROS agreeing to act as a partner to FOUNDER's business to the extent and time and financial commitment as the parties may agree upon after due diligence. IDEAPROS does not and will not act as an independent promoter, developer, or marketer of any product or service. This due diligence is being conducted with the intent of, but no obligation to, FOUNDER and IDEAPROS entering into a commercial business agreement.

4. Any and all disputes shall be submitted to binding arbitration. This Agreement is made under and shall be construed according to the laws of the State of California. In the event that a dispute arises concerning this Agreement or performance under this Agreement, any and all disputes must be settled by arbitration in San Diego County.

5. FOUNDER warrants and represents to IDEAPROS that this Agreement is motivated by a commercial goal and, as such, represents a commercial, and not a consumer relationship.

WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.

By clicking “submit” I understand that I am entering into a legally binding Agreement with IdeaPros to protect the confidentiality of my idea for review. I have been encouraged to consult with advisors of my choice before entering into this Agreement.

rev 8.1.2018

Agreed, “IDEAPROS, LLC”

Agreed, “FOUNDER” discloser of an idea

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