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Confidentially Agreement & Non Disclosure Agreement & Non Compete Agreement

Rapunzel Hair Studios, Inc. (to be known herein as RHSI)

FOR GOOD CONSIDERATION, and in consideration of being an Independent Contractor by RHSI, the undersigned Independent Contractor hereby agrees and acknowledges:

RHSI Information . RHSI will make available to Independent Contractor certain Confidential Information of RHSI, previously non-disclosed to Independent Contractor, which will enable Independent Contractor to optimize the performance of Independent Contractors duties to RHSI. In exchange, Independent Contractor agrees to use such Confidential Information solely for RHSI's benefit. Not withstanding the preceding sentence, Independent Contractor agrees that upon the expiration or termination of services, RHSI shall have no obligation to provide or otherwise make available to Independent Contractor any of its Confidential Information. “Confidential Information” means any RHSI proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of RHSI on whom Independent Contractor called or with whom her or she became acquainted during the term of the contract), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, education, finances or other business information disclosed to Independent Contractor by RHSI either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act or omission of Independent Contractor or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

Strictest Confidence . Independent Contractor agrees at all times during the term of engagement pursuant to the Agreement with RHSI and thereafter, to hold in strictest confidence, and not to use, except for the exclusive benefit of RHSI, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of RHSI, any Confidential Information of RHSI.

Limited Time and Duration . The undersigned Independent Contractor hereby agrees that during the course of the Agreement and for a period of 60 months immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option either of RHSI or Independent Contractor, with or without notice, Independent Contractor will not compete with RHSI and its successors and assigns, without the prior written consent of RHSI.

Limited Scope of Prohibited Activities . The term “non compete” as used herein shall mean that Independent Contractor shall not, without the prior written consent of RHSI, serve as a partner, Independent Contractor, consultant, officer, director, manager, agent, associate, investor, or otherwise for, directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or build, design, finance, acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate with, any business in competition with or otherwise similar to RHSI's business.

Limited Geographic Scope . This Agreement shall cover Independent Contractor’s activities in every part of the Territory in which Independent Contractor may conduct business during the term of the Agreement as set forth above. “Territory” shall mean a 5 mile radius from all RSHI territories & all other states of the United States of America and (iii) all other countries of the world; provided that, RHSI derives at least five percent (5%) of its gross revenues from such geographic area prior to the date of the expiration or termination of the Agreement.

Significant Value . Independent Contractor acknowledges that Independent Contractor will derive significant value from RHSI's promise to provide Independent Contractor with Confidential Information of RHSI to enable Independent Contractor to optimize the performance of Independent Contractors duties to RHSI. Independent Contractor further acknowledges that Independent Contractors fulfillment of the obligations contained in this Agreement, including, but not limited to, Independent Contractors obligation neither to disclose nor to use RHSI's Confidential Information other than for RHSI's exclusive benefit and Independent Contractors obligation not to compete is necessary to protect RHSI's Confidential Information and, consequently, to preserve the value and goodwill of RHSI. Independent Contractor further acknowledges the time, geographic, and scope limitations of Independent Contractors obligations are reasonable, especially in light of RHSI's desire to protect its Confidential Information, and that Independent Contractor will not be precluded from gainful employment if Independent Contractor meets the obligation not to compete with RHSI during the period and within the Territory

Series of Separate Covenants . The covenants shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions are deemed to exceed the time, geographic, or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, and then permitted by such law.

Solicitation of Independent Contractor and/or renters .  For a period of 60 months immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option of either party, with or without notice, Independent Contractor will not hire any Independent Contractors of RHSI and will not, either directly or indirectly, solicit, induce, recruit or encourage any of RHSI's Independent Contractor and/or renters to leave its retain servicemen, or take away such Independent Contractor and/or renters, or attempt to solicit, induce, recruit, encourage or take away Independent Contractor and/or renters of RHSI, either on behalf of Independent Contractor personally or for any other person or entity.

Interference . During the course of the Agreement and for a period of 60 months immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option of either party, with or without notice, Independent Contractor will not, either directly or indirectly, interfere with RHSI's contracts and relationships, or prospective contracts and relationships, including, but not limited to, RHSI's customer or client contracts and relationships. 

Damages Due to Breach . Independent Contractor agrees that it would be impossible or inadequate to measure and calculate RHSI's damages from any breach of the covenants. Accordingly, Independent Contractor agrees that if Independent Contractor breaches any such section, RHSI will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement.

 Bond Waiver and Consent. No bond or other security shall be required in obtaining such equitable relief, and Independent Contractor hereby consents to the issuance of such injunction and to the ordering of specific performance.

Representations and Warranties by Independent Contractor . If Independent Contractor is a corporation or a limited liability Corporation, Independent Contractor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of Independent Contractor has been duly authorized to act for and to bind Independent Contractor.

Severability . If one or more of the provisions in this Agreement are deemed void by law, including, but not limited to, the covenant not to compete in Section 2, then the remaining provisions will continue in full force and effect.

Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

Construction . The language used in this Agreement will be deemed the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against either party.

Entire Agreement . This Agreement set forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes any and all prior discussions, agreements, or contracts, whether written or oral. No modification of, or amendment to, this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in Independent Contractor’s scope of work or compensation will not affect the validity or scope of this Agreement.

Choice of Law . This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Florida , Broward County .

Consent to Personal Jurisdiction . Independent Contractor expressly consents to the personal jurisdiction of the state & federal courts located in the state of Florida for any lawsuit filed there against Independent Contractor by RHSI arising from breach of agreement.

 Signed this _____________________ day of ____________________________________________ 2008.

Denise Chapman, owner      

RHSI

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