NON-DISCLOSURE AGREEMENT (NDA)

I. The Parties. This Unilateral Non-Disclosure Agreement, hereinafter referred to as the “Agreement,”
effective as of July 31 2023, hereinafter referred to as the “Effective Date,” is by and between:

Releasor described as a business entity known as Prime Dumpster ("Releasor")

AND

Recipient described as 1 individual(s) known as John Q Public ("Recipient")

II. Confidential Information. The term "Confidential Information" includes, but is not limited to, all
information owned by the Releasor and not generally known to the public or in the relevant trade or
industry that is communicated orally, written, printed, electronically or any other form or medium, or
which was learned, discovered, developed, conceived, originated, or prepared by the Recipient in the
scope and course of their relationship with the Releasor, relating directly or indirectly to business
processes, technical data, trade secrets, know-how, advice, consultations, proprietary information,
client lists, client instructions, assets, business operations, specifications, designs, plans, drawings,
hardware, software, data, prototypes or other business and technical information belonging to any client
of the Releasor, operational methods, economic and business analyses, models, strategies, and
projections, promotion methods, trade show information and contacts, and other proprietary
information relating to the business of the Releasor and any and all other concepts, as such Confidential
Information pertains personally to principals or other information that has independent economic value.

III. Non-Disclosure. The Recipient agrees that it shall have the obligation to:

(a) hold the Confidential Information in the strictest of confidence;

(b) not use the Confidential Information for any personal gain or detrimentally to the Releasor;

(c) take all steps necessary to protect the Confidential Information from disclosure and to
implement internal procedures to guard against such disclosure;

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 (d) not disclose the fact that the Confidential Information has been made available or that
discussions and negotiations are taking place or have taken place or any of its terms, conditions
or other facts with respect to the transaction; and

(e) not disclose or make available all or any part of the Confidential Information to any person,
firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly
or indirectly, unless and until such Confidential Information becomes publicly available other
than as a consequence of the breach by the Recipient of their confidentiality obligations
hereunder.

This Section shall survive and continue after any expiration or termination of this Agreement and shall
bind Recipient, its employees, agents, representatives, successors, heirs and assigns.

IV. Exceptions to Confidential Information. The Recipient shall not be restricted from disclosing or
using Confidential Information that:

(a) was freely available in the public domain at the time it was communicated to the Recipient
by the Releasor;

(b) subsequently came to the public domain through no fault of the Recipient;

(c) is in the Recipient's possession free of any obligation of confidence at the time it was
communicated to the Recipient by the Releasor;

(d) is independently developed by the Recipient or its representatives without reference to any
information communicated to the Recipient by the Releasor;

(e) is provided by Recipient in response to a valid order by a court or other governmental body,
as otherwise required by law; or

(f) is approved for release by written authorization of an officer or representative of the

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V. Use or Disclosure of Confidential Information. Recipient shall only use the Confidential
Information as directed by the Releasor and not for its own purposes or the purposes of any other party.
Recipient shall disclose the Confidential Information received under this Agreement to any person
within its organization only if such persons are on a "need to know" basis. Recipient shall advise each
person to whom disclosure is permitted that such information is the confidential and proprietary
property of the Releasor and may not be disclosed to others or used for their own purpose. This Section
shall survive and continue after any expiration or termination of this Agreement and shall bind
Recipient, its employees, agents, representatives, successors, heirs and assigns.

VI. Notice of Disclosure. In the event that the Recipient receives a request or is required (by
deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar
process) to disclose all or any part of the Confidential Information, the Recipient agrees, if legally
permissible, to (a) promptly notify the Releasor of the existence, terms and circumstances surrounding
such request or requirement, (b) consult with the Releasor on the advisability of taking legally available
steps to resist or narrow such request or requirement and (c) assist the Releasor in seeking a protective
order or other appropriate remedy; provided, however, that the Recipient shall not be required to take
any action in violation of applicable laws. In the event that such protective order or other remedy is not
obtained or that the Releasor waives compliance with the provisions hereof, the Recipient shall not be
liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a
previous disclosure by the Recipient not permitted by this Agreement.

VII. Term. This Agreement, with respect to Confidential Information, will remain in effect for
perpetuity.

VIII. Return of Confidential Information. Upon request from the Releasor or upon the termination
of negotiations and evaluations between the Parties, Recipient will promptly deliver to Releasor all
originals and copies of all documents, records, software programs, media and other materials
containing any Confidential Information. Recipient shall also return to Releasor all equipment, files,
and other personal property belonging to Releasor. Recipient shall not be permitted to make, retain, or
distribute copies of any Confidential Information and shall not create any other documents, records, or
materials in any form whatsoever that includes the Confidential Information.

IX. Indemnification. The Parties agree to indemnify and keep each other, at all times, fully and
effectively indemnified in respect of any and all claims, demands, losses, damages, liabilities, costs and
or expenses of any kind whatsoever incurred by the Releasor which arise out of or in connection with
any breach of this Agreement by the Recipient.

X. Notice. Any notice provided in this Agreement must be in writing and must be either personally
delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable
overnight courier service (charges prepaid) to the Parties at the addresses below indicated:
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Releasor’s Address: 123 Main, Main, Illinois, 60056

Recipient’s Address: John Q Public, 1992 W Normal Ave, XYZ, IL 60012

If the above-stated addresses should change the Parties shall specify by certified mail, with return
receipt, to one another.

XI. Covenants. The parties hereto agree that the covenants, agreements, and restrictions (hereinafter
"this covenant") contained herein are necessary to protect the business goodwill, business interests, and
proprietary rights of the Releasor and that the parties hereto have independently discussed, reviewed,
and had the opportunity of legal counsel to consider this Agreement.

XII. Authority. This Agreement sets forth the entire Agreement and understanding between the Parties
and supersedes all prior oral or written agreements and understandings relating to the subject matter of
this Agreement. This Agreement may not be modified or discharged, in whole or part, except by
consent in writing signed by the Parties.

XIII. Assignment. This Agreement may not be assigned or otherwise transferred by either party
without the prior written consent of the non-transferring party.

XIV. Binding Arrangement. This Agreement will be binding upon and inure to the benefit of the
parties hereto and each Party’s respective successors and assigns.

XV. Severability. In the event that any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant
jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations
of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular
provision(s) held to be unenforceable.

XVI. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws in the State of Illinois.

XVII. Authority. Each party hereto represents and warrants that it has the full power and authority to
enter into and perform this Agreement, and each party knows of no law, rule, regulations, order,
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agreement, promise, undertaking, or other fact or circumstance which would prevent its full execution
and performance of this Agreement.

XVIII. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one and the same agreement.

XIX. Execution. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
undersigned date.

Releasor's Signature: _________________________________ Date: ______________

Print Name: _________________________________

May 23 2025 14:36 PDT

Berenice Munoz
Print Name: _________________________________

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