V.S.C.C.E Tier 3: The Frequency Shift Monthly Payment

NON-DISCLOSURE AGREEMENT (NDA)

Effective Date: [Insert Date]

This Non-Disclosure Agreement ("Agreement") is entered into by and between:

Disclosing Party:

The McCullers Group, LLC

4193 Flat Rock Rd Suite 200 Office 405, Riverside, CA

("MM Creator Academy")

Receiving Party:

[Client Name]

[Client Address]

("Receiving Party")

1. Purpose

The purpose of this Agreement is to establish a confidential relationship between the

parties wherein the Receiving Party may gain access to proprietary and sensitive

information in order to receive services provided by the Disclosing Party under one of their service tiers. This Agreement protects the integrity, strategy, and proprietary systems involved in the execution of those services.

2. Definition of Confidential Information

Confidential Information includes but is not limited to:

- All written, verbal, visual, digital, or physical content and information shared in the course of the project or client relationship.

- All business models, workflows, automations, strategic systems, technical processes, and planning documents.

-Creative content including drafts, concepts, scripts, video files, audio files, media assets,

e-books, and intellectual frameworks.

- Platform access credentials (when granted), proprietary client dashboards, internal

tracking mechanisms, and brand development tools.

- Any feedback, consultation notes, voice notes, strategic directives, and other

communications that occur between the Disclosing Party and the Receiving Party.

This information remains the property of the Disclosing Party, and its unauthorized use or

disclosure is strictly prohibited.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

- Maintain strict confidentiality regarding all Confidential Information during the term of

the working relationship and for two (2) years after termination.

- Use the information solely for purposes directly related to the services provided by the

Disclosing Party.

- Not share or disclose Confidential Information with any third party—including

collaborators, assistants, contractors, or affiliates—without prior written consent.

-Protect all documents, files, and communications through secure storage and digital

practices.

- Report any breach or compromise of information immediately to the Disclosing Party.

4. Exclusions

This Agreement does not apply to information that:

- Becomes publicly known through no breach of this Agreement;

- Was lawfully obtained by the Receiving Party before disclosure;

- Is disclosed by a third party legally and without confidentiality restrictions;

- Is independently developed without reference to the Confidential Information.

5. Duration of Agreement

This Agreement becomes effective upon signature and will remain in effect:

- For the duration of the service relationship, and

- For an additional two (2) years after termination.

6. Breach of Agreement & Remedies

If the Receiving Party breaches this Agreement, the Disclosing Party may:

- Terminate the working relationship immediately with no refund;

- Seek injunctive relief to prevent further unauthorized use or disclosure;

- Pursue monetary damages, legal fees, and other costs incurred as a result of the breach.

7. Return or Destruction of Materials

Upon termination or written request, the Receiving Party agrees to:

- Return all Confidential Information within five (5) business days, or

- Certify in writing that all such materials have been destroyed.

8. Intellectual Property Rights

All content, strategy, systems, and deliverables produced or provided remain the

intellectual property of the Disclosing Party unless stated otherwise. The Receiving Party is granted limited use of specific materials solely for their brand under the service agreement.

Redistribution, repurposing, resale, or claim of authorship is prohibited.

9. No License or Transfer of Rights

Nothing in this Agreement grants ownership, license, or claim to any of the Disclosing

Party’s intellectual property, branding, or systems.

10. Communication and Responsiveness Clause

The Receiving Party agrees to remain responsive during the agreement period, providing materials, approvals, or requested info within 48 hours. Delays or non-communication may lead to pausing or terminating services without refund.

11. Governing Law

This Agreement shall be governed by the laws of the State of [Your State], without regard to its conflict of law provisions.

12. Entire Agreement

This document constitutes the entire understanding between the parties and supersedes all prior agreements or communications regarding confidentiality.

IN WITNESS WHEREOF

The parties have executed this Agreement as of the date first above written.

Disclosing Party

Signature: ____________________________________

Name: The McCullers Group, LLC_______

Title: Administrator______________________

Date: __________________________________________

Receiving Party

Name: ________________________________________

Title: _________________________________________

Date: _________________________________________