This Mutual Non-Disclosure Agreement ("Agreement") is made effective as of the date on which the Submitter presses the "Submit" button on the consultation form ("Effective Date"), by and between:

Ivy Edge Strategies, LLC, a Florida limited liability company doing business as The Cigar Profit Consulting, with its principal office located in Broward County, Florida ("Disclosing Party" and/or "Receiving Party," as applicable),
and
The submitting party ("Submitter"), whether an individual or a business entity, identified by the information provided in the online consultation form ("Disclosing Party" and/or "Receiving Party," as applicable).

Each of the foregoing may be referred to individually as a "Party" and collectively as the "Parties."

1. Purpose

The Parties wish to engage in preliminary discussions regarding a potential consulting services relationship involving fractional CMO services, fractional brand management, marketing strategy, business strategy, customized solutions, or other business consulting services. In connection with such discussions, each Party may disclose to the other certain non-public, confidential, proprietary, or sensitive information ("Confidential Information") strictly for the purpose of evaluating a potential professional engagement (the "Permitted Purpose").

2. Definition of Confidential Information

"Confidential Information" means any and all non-public, proprietary, sensitive, personal, or trade secret information, whether disclosed orally, visually, in writing, or electronically, including but not limited to:

• Names, identities, or identifying characteristics of the Submitter;

• Personal or business contact information, including email addresses and phone numbers;

• Business goals, marketing strategies, operational data, financial information, digital footprints;

• Any information that, by its nature or context, a reasonable person would understand to be confidential.

Confidential Information does not include information that: (a) was known to the Receiving Party prior to disclosure without breach of any obligation; (b) becomes publicly known through no act or omission of the Receiving Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is received lawfully from a third party without obligation of confidentiality.

3. Obligations of Confidentiality

The Receiving Party agrees to:

• Maintain all Confidential Information in strict confidence and protect it with a degree of care no less than that used to protect its own confidential information;

• Use Confidential Information solely for the Permitted Purpose;

• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;

• Not copy, reproduce, distribute, or otherwise use Confidential Information except as expressly permitted herein.

4. Return or Destruction of Materials

Upon written request by the Disclosing Party, the Receiving Party shall, within fourteen (14) calendar days of receipt of such request, return or permanently destroy all materials containing Confidential Information, including all copies, summaries, notes, or derivative materials, and shall certify such return or destruction in writing upon request.

Written requests may be delivered by:

• Email with a requested read receipt, deemed received upon return of the read receipt, or

• Parcel delivery (e.g., USPS, UPS, FedEx) requiring signed delivery confirmation, deemed received upon proof of signed delivery.

5. Term and Supersession

This Agreement shall remain in full force and effect for a period of two (2) years from the Effective Date. However, if the Submitter enters into a subsequent written agreement or contract with Ivy Edge Strategies, LLC d/b/a The Cigar Profit Consulting that includes its own confidentiality or nondisclosure provisions, the terms of that subsequent agreement shall supersede and replace this Agreement as of the effective date of the subsequent agreement, but only with respect to the subject matter governed therein.

Notwithstanding the foregoing, all confidentiality obligations under this Agreement shall remain enforceable for any disclosures made prior to the effective date of the superseding agreement, to the extent not otherwise governed by that later agreement.

6. No License or Obligation

Nothing in this Agreement shall be construed as granting any license, ownership right, or proprietary interest in or to any Confidential Information. This Agreement does not obligate either Party to proceed with any proposed transaction, agreement, or engagement.

7. Digital Execution and Binding Effect

By submitting the consultation form, the Submitter acknowledges and agrees to be legally bound by this Agreement. Both Parties agree that this Agreement is executed electronically pursuant to the Florida Uniform Electronic Transaction Act (F.S. § 668.50) and the Federal Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. § 7001 et seq.), and shall be deemed fully enforceable.

8. Equitable Relief and Enforcement Costs

The Parties acknowledge and agree that the unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek and obtain equitable relief, including but not limited to temporary restraining orders, preliminary and permanent injunctions, and specific performance, without the necessity of posting bond or proving actual damages.

In connection with any proceeding to enforce the provisions of this Agreement, the Disclosing Party shall be entitled to recover all reasonable enforcement costs, including but not limited to court costs, arbitration fees, and expert witness fees, in addition to any other relief to which it may be entitled at law or in equity.

9. Governing Law; Venue; Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

Exclusive venue for any disputes arising under or related to this Agreement shall be in Broward County, Florida. All disputes shall be resolved by final and binding arbitration under the Florida Revised Arbitration Code (F.S. Chapter 682), conducted before a single arbitrator mutually agreed upon by the Parties. Each Party shall bear its own attorneys’ fees and costs unless otherwise awarded by the arbitrator.

Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in a court of competent jurisdiction located in Broward County, Florida, without waiving the right to arbitrate all other claims.

10. Attorneys’ Fees

In any action, proceeding, or arbitration arising under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses, including those incurred on appeal.

11. Assignment

This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party. Any attempted assignment without such consent shall be null, void, and of no effect.

12. Severability

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be severed from this Agreement, and the remainder of the Agreement shall remain in full force and effect.

13. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in compliance with Section 16 (Method of Notices and Written Communications) and duly executed by both Parties.

14. No Binding Engagement Without Executed Agreement

The Parties acknowledge and agree that any verbal discussions, negotiations, or expressions of intent during the consultation or exploratory calls shall not create, and shall not be deemed to create, any legally binding obligations between the Parties. No Party shall be obligated to perform any services or undertake any obligations unless and until a separate, definitive written agreement has been fully executed by authorized representatives of both Parties.

15. Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement (except for obligations related to confidentiality and the return or destruction of Confidential Information) due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of war or terrorism, governmental actions, labor disputes, failure of suppliers, electrical or telecommunications outages, or cyberattacks. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance as soon as practicable.

16. Method of Notices and Written Communications

All notices, requests, demands, certifications, consents, or communications required or permitted under this Agreement shall be given in writing and deemed properly given:

• (a) By Email: If sent by electronic mail with an explicit read receipt requested, and receipt is confirmed by return of the read receipt.

• (b) By Parcel Service: If sent via nationally recognized courier (e.g., USPS, FedEx, UPS) requiring signed delivery confirmation, effective upon proof of signed delivery.

For amendments or modifications requiring both Parties' signatures, execution may be completed:

• (i) In person,

• (ii) Via parcel service delivery with signed delivery confirmation (back and forth until fully executed), or

• (iii) Via a recognized electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act (e.g., DocuSign, AdobeSign).

17. Non-Disparagement and Defamation

Each Party agrees that it shall not, directly or indirectly, make or publish, or cause to be made or published, any false, misleading, defamatory, or disparaging statements, whether oral or written, about the other Party, its affiliates, personnel, business practices, or reputation. This includes but is not limited to statements made to clients, vendors, third parties, regulatory agencies, on social media, review platforms, or public forums.

Any violation of this provision shall be deemed a material breach of this Agreement, and the harmed Party shall be entitled to seek and obtain injunctive relief, monetary damages, reimbursement for reputational harm (where proven), and recovery of all costs and attorneys’ fees incurred in connection with enforcement, consistent with Sections 8 and 10 of this Agreement.

This Section shall not restrict either Party from making truthful statements as required by law, subpoena, or a government authority, provided that the disclosing Party gives the other Party prompt written notice to permit protective measures, where feasible.

18. International Transactions

In the event the Submitter is organized, domiciled, or operates outside of the United States:

• This Agreement shall remain governed by the laws of the State of Florida, USA.

• Arbitration may be conducted under UNCITRAL Rules or similar internationally recognized systems if necessary.

• Arbitration awards shall be enforceable pursuant to the New York Convention (1958).

• Official language shall be English.

• All monetary obligations shall be in United States Dollars (USD).

19. Electronic Signatures and International Enforcement

The Parties agree that execution of this Agreement by electronic means, including through electronic signature platforms compliant with applicable law (e.g., DocuSign, AdobeSign, or equivalent systems), shall be valid and binding.

The Parties further acknowledge and agree that electronic acceptance shall be admissible and enforceable under applicable laws of their respective jurisdictions, including but not limited to the Electronic Signatures in Global and National Commerce Act (United States) and the Convention on the Use of Electronic Communications in International Contracts (2005) where adopted.

To the extent required by applicable law, the Parties agree to cooperate to execute any additional documents or take further actions necessary to effectuate the enforceability of this Agreement across jurisdictions

20. Appointment of U.S. Agent for International Parties

In the event the Submitter is organized, domiciled, or operates outside of the United States, the Submitter agrees, as a condition of this Agreement, to designate and maintain an agent for service of process within the United States.

The Submitter shall provide the name, address, and contact information of such agent upon request, and any notices or service of process delivered to such agent shall be deemed valid and binding as if delivered directly to the Submitter.

If the Submitter fails to designate an agent, the Submitter hereby consents to service of process and notices being sent to its principal place of business by internationally recognized courier (e.g., DHL, FedEx) with delivery confirmation, which shall be deemed sufficient service.

IN WITNESS WHEREOF, the Parties agree to be bound as of the Effective Date through electronic submission and acceptance.

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**Contact Information**

For inquiries, please contact us at:
- **Business Name:** Ivy Edge Strategies LLC DBA The Cigar Profit  
- **Email Address:** admin@cigarprofit.com
- **Business Address:** 2114 N. Flamingo Rd. #2014, Pembroke Pines, FL 33028-3501  

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