This CONFIDENTIALITY AGREEMENT (the “Agreement”) is by and between The Sewing Station, LLC,(hereinafter “Recipient”), and the undersigned (hereinafter
“Disclosing Party”). This Agreement is effective as of the (date form is subitted), and will continue in effect until terminated by both or either party.
WHEREAS, Recipient has requested and/or been given information from Disclosing Party in connection with consideration of a possible transaction or relationship between Recipient
and Disclosing Party; or Disclosing Party has been privy to private, confidential information belonging to the Recipient during the normal course of business.
WHEREAS, in the course of consideration of the possible transaction or relationship, Disclosing Party may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Disclosing Party and his/its activities, and vice versa.
THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Disclosing Party to Recipient, and vice versa, of certain information. 
1. Definitions. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business or prospective business of Disclosing Party. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of Disclosing Party, whether or not such information is identified as Confidential Information by Disclosing Party. By example and without limitation, Confidential Information includes, but is not limited to, the Company’s Business Plan, plan of operations, business reports, patterns, sketches, measurements and product specifications.
For purposes of this Agreement, the term “Recipient” shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term “Representative” shall include Recipient’s directors, officers, employees, agents, and financial, legal, and other advisors.
2. Exclusions. Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient’s possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Disclosing Party; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Disclosing Party; or (d) is independently developed by Recipient without use of or reference to the Confidential Information.
3. Confidentiality. Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in paragraphs 4 and 5 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence.
Recipient hereby agrees to indemnify Disclosing Party against any and all losses, damages, claims, expenses, and attorneys’ fees incurred or suffered by Disclosing Party as a result of a breach of this Agreement by Recipient or its Representatives, and vice versa.
4. Permitted Disclosures. Recipient may disclose Disclosing Party’s Confidential Information to Recipient’s responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Disclosing Party and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.
5. Required Disclosures. Recipient may disclose Disclosing Party’s Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Disclosing Party a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.
6. Use. Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Disclosing Party and shall not in any way use the Confidential Information to the detriment of Disclosing Party. Nothing in this Agreement shall be construed as granting any rights to Recipient, by license or otherwise, to any of Disclosing Party’s Confidential Information.
7. Return of Documents. If Disclosing Party does not proceed with the possible transaction with Recipient, Disclosing Party shall notify Recipient of that decision and shall, at that time or at any time upon the request of Disclosing Party for any reason, return to Disclosing Party any and all records, notes, and other written, printed or other tangible materials in its possession pertaining to the Confidential Information immediately on the written request of Disclosing Party. The returning of materials shall not relieve Recipient from compliance with other terms and conditions of this Agreement.
8. No Additional Agreements. Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of Disclosing Party to enter into any other agreement with Recipient or prohibit Recipient from providing the same or similar information to other parties and entering into agreements with other parties. Disclosing Party reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or
its Representatives with regard to a transaction between Recipient and Disclosing Party and to terminate discussions and negotiations with Recipient at any time, and vice versa. Additional agreements of the parties, if any, shall be in writing signed by Disclosing Party and Recipient. 
9. Irreparable Harm. Recipient understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as Disclosing Party shall deem appropriate. Such right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party at law or in equity. Such right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party at law or in equity. Recipient expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by Disclosing Party. The Disclosing Party shall be held to uphold these same terms as it relates to the Recipient.
10. Survival. This Agreement shall continue as long as the Disclosing Party exists as a legitimate company doing such business.
11. Some examples of items left in the possession of Recipient may include:
Company Info / Business Plan / Financial Info Product Samples 
Sketches/Product Specs/Patterns / Markers Fabric / Notions / Crafts
Account Usernames, Account Passwords; Other Company Private / Sensitive Information
These items are to be returned to the Disclosing Party upon completion of the assigned duties as defined in the Independent Contractor’s Agreement or at the request of the Disclosing Party at any time, whether in finished or raw form.