This confidentiality and non-disclosure agreement (the "Agreement"), is made as of the date of full execution by both Parties, ("Effective Date") by and between Bricks + Mortar Group (hereinafter "BMG") with an address of 2529 Pontiac Lake Rd, Waterford, MI 48328, and Signing Party (collectively "the Parties").

Bricks + Mortar Group may disclose certain confidential or proprietary information and business and client financials (as "Disclosing Party") to the other (as "Receiving Party") for the purpose of evaluating a potential business or real estate purchase. 

It is the purpose of this Agreement to protect the Disclosing Party's Confidential Information from disclosure.  In consideration of the disclosures made under this Agreement by Disclosing Party to Receiving Party, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Confidential Information and Materials of BMG as Disclosing Party

(a)  For the purposes of this Agreement, "Confidential Information" means any information disclosed to Receiving Party, by Disclosing Party, either directly or indirectly in writing, orally or by inspection of tangible objects, whenever and however disclosed, including but not limited to: (i) all types of membership and client data, including but not limited to, names, lists, accounts, transaction histories and compliance information of members and clients; (ii) banking policies, procedures and practices, including but not limited to any and all past, current or future marijuana regulatory compliance procedures and documentation; (iii) technical and non-technical information relating to the Disclosing Party's products, including without limitation, software,  business plans, pricing, margins, merchandise plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans, processes, and performance relating to the past, present or future activities of Disclosing Party, its affiliates, subsidiaries and affiliated companies; and  (iv) and any other information that should reasonably be recognized as relating to the financial information of Disclosing Party or Disclosing Party’s Clients.  Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.

3. Acknowledgement

(a)  The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party and that it has been developed through great efforts by the Disclosing Party and that the Disclosing Party regards all of its Confidential Information as trade secrets.

4. Use of Confidential Information

(a)  The Receiving Party agrees to use the Confidential Information solely in connection with the contemplated business or real estate purchase and not for any purpose other than as authorized by this Agreement, without the prior written consent of an authorized representative of the Disclosing Party.  

(b)  Any disclosure of any kind and in any form, whether oral, visual or fixed, made directly or indirectly by Disclosing Party to Receiving Party related to any Confidential Information, shall be held by Receiving Party on a strictly confidential basis.  

(c)  Upon request, the Receiving Party agrees to return copies of all Confidential Information which may have been provided to or obtained by the Receiving Party.

5. Restrictions

(a)  Receiving Party shall not at any time disclose to any third party any of the above listed Confidential Information of the Disclosing Party.  

(b)  Receiving Party shall take all reasonable security precautions, which shall be as great as the precautions it takes to protect its own confidential information, to keep confidential the Disclosing Party's Confidential Information.

 (c)  Confidential Information and Materials may be disclosed or distributed by the Receiving Party only with the express written agreement of the Disclosing Party.

 (d)  Notwithstanding any provision of this Agreement, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party gives reasonable notice to Disclosing Party prior to such disclosure.

 (e)  Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or consultants on a need-to-know basis.  Receiving Party shall advise its employees and representatives of the proprietary nature of the Confidential Information and of the continuing obligations set forth in this agreement and require its employees or consultants to ensure that the Confidential Information remains confidential.  Receiving Party shall maintain appropriate written agreements with its employees and consultants who receive, or have access to the Confidential Information, sufficient to enable Receiving Party to comply with the terms of this Agreement.

6. Notice of Breach

(a)  Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party, its employees, representatives or consultants, and will cooperate with efforts by the Disclosing Party to prevent further unauthorized use.

7. Survival

(a)  The Agreement shall govern all communications in any form between the Parties.   Receiving Party's duty to hold in confidence Confidential Information that was disclosed during the business relationship shall survive the termination of any relationship between the Parties.  Upon termination of any relationship between the Parties, Receiving Party will promptly deliver to Disclosing Party, without retaining any copies, all Confidential Information which may have been provided to or obtained by the Receiving Party. 

8. Rights and Remedies

(a)  Both parties acknowledge that the Confidential Information to be disclosed during their business relationship is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would jeopardize the value of that information and the proprietary rights of the Disclosing Party.

(b)  The damages to the Disclosing Party that would result from the unauthorized dissemination of the Confidential Information are impossible to calculate.  Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof.  Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.  

(c)  Disclosing party shall be entitled to recover its cost and fees, including reasonable attorneys' fees, associated in obtaining relief for a breach of this Agreement, whether in law or in equity.  In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and expenses.

9. Miscellaneous

(a)  This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof.  It shall not be modified except by a written agreement dated subsequent to the date of this Agreement, signed by both parties.

(b)   The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Michigan.  The state courts located in the State of Michigan shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.

(c)  Any failure by either party to enforce the other party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

(d)  If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.  Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.

(e)  All obligations created by this Agreement shall survive change or termination of the Parties' business relationship.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the date first set forth above.