NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered into on Day _____ of Month ________________ in the year of ____________ (the “Effective Date”), by and between:

Disclosing Party: TopDogWebDesigns.com, an LLC organized under the laws of Oklahoma, with its principal office located at 4370 E 57th Place, Tulsa, OK 74135, and

Receiving Party: Name of Individual or Entity _______________________________ located at Address __________________________________ City ___________________ State ______________ Postal Code ______________,

collectively referred to as the “Parties.”

PURPOSE
The Parties wish to explore a potential business relationship or enter into a business relationship involving the use or evaluation of TopDogWebDesigns.com’s patent-pending or patented dog trial management software (the “Software”). To facilitate this, TopDogWebDesigns.com will disclose certain proprietary and confidential information to the Receiving Party, who agrees to protect it as outlined below.

1. DEFINITION OF CONFIDENTIAL INFORMATION
For purposes of this Agreement, “Confidential Information” includes all information or materials disclosed by TopDogWebDesigns.com to the Receiving Party, whether written, oral, or electronic, that relates to the Software or its operations, including but not limited to:
- Software features, entry forms, judging processes, and result automation systems;
- Technical specifications, spreadsheets, algorithms, and data structures;
- Business strategies, client lists, and marketing plans;
- Any information marked “Confidential” or reasonably understood to be proprietary.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
The Receiving Party’s obligations do not apply to information that:
(a) is publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party;
(b) was known to the Receiving Party prior to disclosure by TopDogWebDesigns.com, as evidenced by written records; or
(c) is disclosed with TopDogWebDesigns.com’s prior written approval.

3. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party agrees to:
(a) hold the Confidential Information in strict confidence and use it solely for evaluating or implementing the Software in connection with dog events or trials;
(b) not disclose, reproduce, or distribute the Confidential Information to any third party without prior written consent from TopDogWebDesigns.com;
(c) restrict access to the Confidential Information to employees, contractors, or agents who need to know it for the stated purpose and who are bound by confidentiality obligations at least as strict as those herein;
(d) take reasonable measures to protect the Confidential Information, equivalent to those used for its own sensitive information.

4. TERM
This Agreement begins on the Effective Date and remains in effect until December 31, 2040, or until the Confidential Information no longer qualifies as a trade secret, whichever occurs first. The Receiving Party’s obligations survive termination until released in writing by TopDogWebDesigns.com.

5. RETURN OR DESTRUCTION OF INFORMATION
Upon termination of this Agreement or at TopDogWebDesigns.com’s request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and certify such destruction in writing, if requested.

6. NO LICENSE OR OBLIGATION
This Agreement does not grant the Receiving Party any license, rights, or interest in the Confidential Information or the Software, nor does it obligate either Party to enter into a business transaction.

7. REMEDIES
The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to TopDogWebDesigns.com. In the event of a breach, TopDogWebDesigns.com is entitled to seek injunctive relief and any other remedies available under law, in addition to monetary damages.

8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Oklahoma, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Tulsa County, Oklahoma.

9. ACKNOWLEDGMENT OF PATENT-PENDING OR PATENTED STATUS
The Receiving Party acknowledges that the Software disclosed under this Agreement is the subject of a patent application and or Patent filed with the United States Patent and Trademark Office by TopDogWebDesigns.com, with a patent-pending status as of April 1, 2025. The Receiving Party agrees not to challenge or dispute TopDogWebDesigns.com’s claim to this intellectual property in connection with the Software during the term of this Agreement or thereafter.

10. RESTRICTION ON ACCESS TO INTERNAL OR BACKEND SYSTEMS
The Receiving Party acknowledges that access to the internal or backend components of the Software—including but not limited to source code, databases, server infrastructure, and administrative interfaces—is not provided under this Agreement. The Receiving Party agrees not to attempt to access, reverse-engineer, or otherwise interfere with these components without prior written authorization from TopDogWebDesigns.com.

11. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements. Amendments must be in writing and signed by both Parties.

SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Disclosing Party
Name: Bruce L. Dill
Title: President, TopDogWebDesigns.com
Signature: __________________________
Date: __________________________

Receiving Party
Name: ___________________________________
Title: _____________________________________
Signature: __________________________
Date: __________________________