NON-COMPETE AGREEMENT

Recipient shall strictly maintain the confidentiality of the Proprietary Information. Proprietary information may be shared between the Parties for use in scoping, estimating, and completing projects as well as for the everyday business practices for the Owner and its clients/customers.

2. Non-Compete/Disclosure

During the Time Period mentioned in Section 3 herein, the Recipient is strictly prohibited and shall not:

-Provide the same or similar industry products, services, or engage in any other way a representation of any other business of a similar nature to the business of the Owner without written consent. It is understood that the Recipient will be representing the Owner exclusively during their tenure unless written notice has been provided by either of the Parties.

-Directly or indirectly engage in any similar business practice of the Owner while being in contact with the Owner's current or former clients. Nor shall the Recipient solicit any client of the Owner for the benefit of a third party that is engaged in a similar business to that of the Owner.

-Engage in business activity, whether paid or non-paid, with a competitor of the Owner that provides a similar product or service.

-Engage in business activity, whether paid or non-paid, with the following business(es) or individual(s): Childcare Providers.

-Hire, work alongside, or partner with any current employees, sales staff, or former employees or sales staff of Owner.

3. Time Period

Within the Restricted Territory defined in Section 4 of this Agreement, the Recipient warrants and guarantees not to engage in any activity prohibited by this Agreement for the following duration:

Start: The non-compete period shall start on the date of February 12 2024

End: The non-compete period shall end after: 3 years.

4. Geographical Scope and Limits

The geographical scope of this Agreement shall cover the following geographical areas: Milwaukee, Wi

The restricted areas covering the geographical scope identified above shall be known as the “Restricted Territory.” The Recipient shall not conduct any competitive activity prohibited by this Agreement within the Restricted Territory

5. Purchase Option

The Owner does not allow the Recipient to be released of liability from this Agreement for any monetary amount or reason whatsoever.

6. Confidential Information

As used herein “Confidential Information” shall mean any and all technical and non-technical information provided by the Owner, including but not limited to: data or other proprietary information relating to products, inventions, plans, methods, processes, know-how, developmental or experimental work, computer programs, databases, authorship, customer lists (including the names, buying habits or practices of any clients), the names of vendors or suppliers, marketing methods, reports, analyses, business plans, financial information, statistical information, or any other subject matter pertaining to any business of the Owner or any it’s respective clients, consultants, or licensees that is disclosed to the Recipient under the terms of this Agreement.

7. Permitted Disclosure

Confidential Information does not include information which:

Has become generally known to the public through no wrongful act by the Recipient;

Has been rightfully received by Recipient from a third party without restriction on disclosure and without breach of an obligation of confidentiality running either directly or indirectly to the Recipient;

Has been approved for release to the general public by written authorization of the Owner;

Has been disclosed pursuant to the requirement of a governmental agency or a court of law without similar restrictions or other protections against public disclosure; or,

Has been independently developed by the Recipient without use, directly or indirectly of the Owner's Confidential Information.

8. Confidentiality

Recipient acknowledges that it will have access to the Owner's Confidential Information and agrees that it shall not directly or indirectly divulge, disclose or communicate any of the Confidential Information to any third party, except as may be required in the course of any formal business association or dealings with the Owner and in any event, only with the prior written approval of the Owner. The Recipient acknowledges that no license of the Confidential Information, by implication or otherwise, is granted to the Recipient by reason of this Agreement. Additionally, the Recipient acknowledges that it may only use the Confidential Information in connection with its business dealings with the Owner and for no other purpose without the prior written consent of the Owner. The Recipient further agrees that all Confidential Information, including without limitation any documents, files, reports, notebooks, samples, lists, correspondence, software, or other written or graphic records provided by the Owner or produced using the Owner's Confidential Information, will be held strictly confidential and returned upon request to the Owner. The term of this Agreement will be ongoing as long as the Parties are working together in any formal capacity. The conditions of this Agreement shall survive the termination of this Agreement.

9. Consultants and Employees Bound

Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-compete agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.

10. Return of Materials

Upon termination or expiration of the Agreement, or upon written request of the Owner, the Recipient shall promptly return to the Owner all documents and other tangible materials representing the Owner's Confidential Information and all copies thereof. The Owner shall notify immediately the Recipient upon discovery of any loss or unauthorized disclosure of the Confidential Information.

11. Remedies

Should the Recipient breach any of the provisions of this Agreement by unauthorized use, or by disclosure of the Confidential Information to any unauthorized third party to the Owner's detriment or damage, the Recipient agrees to reimburse the Owner for any loss or expense incurred by the Owner as a result of such use or unauthorized disclosure or attempted disclosure, including without limitation court costs and reasonable attorney’s fees incurred by the Owner in enforcing the provisions hereof. Recipient further agrees that any unauthorized use of or disclosure of the Confidential Information will result in irreparable damage to the Owner and that the Owner shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction against such unauthorized use or disclosure by the Recipient without the need to post a bond. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity.

12. Attorney Fees

If the Recipient breaches any of the restrictive covenant terms in this Agreement, to the extent authorized by state law, the Recipient will be responsible for payment of all reasonable attorneys' fees and costs the Company incurred in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.

13. Choice of Law and Forum Selection

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, without giving effect to any conflict of law provisions that would require or permit the laws of any jurisdiction other than the State of Wisconsin to apply. Any action or proceeding by the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Wisconsin. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. If any provisions of this Agreement or its applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provisions and applications herein shall not in any way be affected or impaired.

14. Entire Agreement

This Agreement represents the entire agreement of the parties and may only be modified by signature by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have agreed and signed this Agreement on the undersigned date.