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Archer / Thrivepoint NDA

This Mutual Nondisclosure Agreement (the “Agreement”) is effective as of (“Effective Date”) by and between Thrivepoint North, LLC, aka HyperbaricHealth.io, Hyperbaric Int'l, Scott Aadal et al., located at 4445 Corporation Ln Suite 200, Virginia Beach, VA 23462 (“Thrivepoint”) and , located at herein referred to as the Partner.

The partners are considering a potential business transaction (the “Opportunity”) and are entering into this Agreement so that they can share confidential information pertinent to the opportunity with confidence that the other Party will use such confidential information only to evaluate the Opportunity and will not disclose that confidential information, except in accordance with the terms of this Agreement.

WHEREAS, as a consequence of this agreement, Thrivepoint and Partner may become deeply engaged with each other’s business methods, including, but not limited to, unique technical services, management practices, business techniques, clients and their cases; and

WHEREAS, in consideration of mutual promises, Thrivepoint and Partner desire to enter into this Agreement (the “Contract”) and agree to abide by and comply with fulfilling all aspects of the covenants herein set forth; and
WHEREAS, as a consequence of this agreement, Thrivepoint and Partner may become deeply engaged with each other’s business methods, including, but not limited to, unique technical services, management practices, business techniques, clients and their cases; and
WHEREAS, it is mutually agreed that, while engaged with each other, neither Thrivepoint nor Partner shall enter into agreements with other companies or organizations that compete with the business of either Thrivepoint or Partner.
It is understood, that the partner is engaged in the health and wellness industry and provides services to competitors.
IN ADDITION, Both Thrivepoint and Partner would be irreparably injured, and the value of and the goodwill of either Thrivepoint or Partner would be irreparably damaged, if either Thrivepoint or Partner were to disclose (otherwise than as permitted in this agreement) any of the confidential information concerning Thrivepoint’s or the Partner’s business which either Thrivepoint or Partner has acquired about the other, or will acquire about the other, as a result of this agreement, or if either was to solicit the clients in competition with either Thrivepoint or Partner, or if either was otherwise to impair the goodwill of Thrivepoint or Partner; and
WHEREAS, Both Thrivepoint and Partner acknowledge and agree that Thrivepoint and Partner needs appropriate safeguards to protect both its investments in their business and relationships within the government and the public, as well as to maintain the confidentiality of the information held within; and
WHEREAS, Both Thrivepoint and Partner desire the other to perform such duties required under the Contract subject to and in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, Thrivepoint and Partner hereby agree as follows:

2) Confidential Information.

“Confidential Information” means all information concerning or related to the business, vendors, costs, operations, results of operations, assets and affairs of a Disclosing Party, including, but not limited to, financial and accounting information, budgets, projections, forecasts, business plans, operating methods, business strategies, product and service information, product plans, product specifications, product designs, processes, plans, drawings, concepts, research and development data and materials, systems, techniques, trade secrets, intellectual property, software programs and works of authorship, know-how, marketing and distribution plans, planning data, marketing strategies, price lists, market studies, employee lists, supplier lists, customer and prospect lists, and supplier and other customer information and data that the Disclosing Party or its Representatives discloses (or has, prior to the date of this Agreement, disclosed) to the Recipient or its Representatives in connection with the Opportunity.

Each Party in its capacity as a Recipient agrees to use the Confidential Information provided by the other Party solely for the purpose of evaluating the Opportunity, and for no other purpose and further agrees to keep confidential and not disclose to any third party any Confidential Information.

The partner acknowledges and agrees that some or all of the property that constitutes the partner's confidential information may not be a trade secret or qualify for protection under copyright or patent law. The partner nevertheless acknowledges the property rights of all partners and Confidential information without regard to whether the Confidential information is or may be subject to protection under any copyright, patent, trade secret, or other laws, it being the specific intent of the partner that the provisions of this Agreement are to be in addition to any protection, right, or remedy otherwise provided by law or available in equity.

3) Term.

The term of this Agreement shall be three (3) years commencing on the date of mutual execution and will continue if such business relationship continues.

4) Confidentiality Covenants.

a) The party disclosing the confidential information shall hereinafter be referred to as the “Disclosing Party,” and the party receiving the confidential information shall hereinafter be referred to as the “Receiving Party.” Either party may be a Disclosing Party, Receiving Party, or both, depending on the confidential information being exchanged.
b) The Receiving Party, and each of its Affiliates, including the agents, partners, directors, and officers thereof, shall not, without prior written consent of the Disclosing Party, at any time, in any fashion, form, or manner, either intentionally or otherwise, directly or indirectly, divulge, disclose, or communicate any of the Disclosing Party’s Confidential information to any third person, partnership, joint venture, company, corporation, entity, or other organization or use the Disclosing Party’s Confidential information other than in connection with the

Relationship. The following categories shall not constitute the Disclosing Party’s Confidential Information:

c) Information already known to or otherwise in the possession of the Receiving Party or any of its Affiliates prior to the time of disclosure by the Disclosing Party;
d) Information which is independently and lawfully discovered after the date hereof by the Receiving Party or its Affiliates without the aid, application, or use of the Confidential Information;
e) Information publicly available or otherwise in the public domain through no fault or action by the Receiving Party;
f) Information rightfully obtained after the date hereof by the Receiving Party or its Affiliates from any third party which is lawfully in possession of such information and, to the Receiving Party’s actual knowledge, is provided by such third party without violating any contractual or legal obligation of such third party to the Disclosing Party or to any of the Disclosing Party’s Affiliates with respect to such information; or
g) Information disclosed without restriction pursuant to judicial action or governmental regulation, provided the Receiving Party has notified the Disclosing Party prior to such disclosure and reasonably cooperates with the Disclosing Party in the event the Disclosing Party elects to legally contest and avoid such disclosure.
h) The Receiving Party shall disclose or give access to the Disclosing Party’s Confidential information only to partners, principals, agents, Clients or employees of the Receiving Party having a need to know in connection with the investigation of and, where applicable, carrying out the Relationship and only for use in connection therewith. The Receiving Party’s personnel having access to the Disclosing Party’s Confidential information shall advise such personnel of the confidential and proprietary nature thereof and shall treat such confidential information as its own proprietary information, and the Receiving Party’s personnel will maintain the confidentiality of the Disclosing Party’s Confidential information in accordance with the terms of this Agreement.
i) Each Party’s obligations hereunder shall survive the termination of this agreement indefinitely in connection with trade secrets disclosed during the course of the Relationship.

5) COVENANTS OF NON-DISCLOSURE

During the term of this Contract, Partner and Thrivepoint shall both use reasonable efforts to further and promote both Thrivepoint’s business and Partner’s fundraising efforts.
Neither Partner nor Thrivepoint shall, at any time during the term of this Contract, or thereafter, directly or indirectly, use for Partner’s or Thrivepoint’s own benefit or purposes for the association, or business organization, or disclose (except in the performance of Partner’s or Thrivepoint’s duties hereunder) in any manner to any person, firm, partnership, association, or business organization, any trade secrets, information, know-how, or knowledge relating to the other’s organization, to include technical services, business methods and techniques, market development programs, revenues, costs, management practices, manuals contracts, documents, designs, plans or partner’s belonging to, or relating to the affairs of, either Partner or Thrivepoint except where required in good faith to transact the business of the Partner and the Thrivepoint during the term of this Contract; and
To provide to either Partner or Thrivepoint, at either’s request, and in any event within three (3) days after termination of Contract, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of the other and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all reports as well as all equipment and other property in the other’s hands or under the other’s control at the time of the termination of Contract hereunder; and
To keep in strict confidence all trade information, technical services, management practices, business methods and techniques, lists, trade secrets, case information—especially those still active—and other confidential information concerning Partner’s or Thrivepoint’s business, clients, and its methods of doing business.

6) Non-Disparagement and Reputational Protection

6.1. The Parties agree that during the term of this Agreement and thereafter, neither Party shall engage in any conduct, whether written or oral, that disparages, defames, or otherwise harms the reputation, business image, or goodwill of the other Party or its affiliates.

6.2. For the avoidance of doubt, this provision includes—but is not limited to—statements made through digital or social media platforms (including but not limited to Facebook, Twitter, LinkedIn, Instagram, YouTube, TikTok), blogs, forums, podcasts, and all online media outlets, as well as statements made in interviews, press releases, or public speaking engagements.

6.3. This provision shall be interpreted to cover reputational harm only. Claims for physical damage to tangible property or equipment, including hyperbaric chambers, are expressly excluded from this Agreement and shall be addressed under separate agreements or through applicable insurance coverage.

6.4. Both Parties acknowledge that this provision is material and that reputational harm, particularly in a digital environment, may result in damages that are difficult to quantify. Therefore, both Parties agree that $10,000.00 is a reasonable estimate of liquidated damages in the event of a breach of this non-disparagement clause.

7) No Circumvention Covenants.

The Receiving Party shall not, for a period of three (3) years from the date of execution of this Agreement, without the prior written consent of the Disclosing Party—which may be withheld in the Disclosing Party's sole discretion—bypass, compete, avoid, circumvent, or attempt to circumvent the Disclosing Party to deal directly with any client, vendor, or business opportunity that was first introduced to the Receiving Party by the Disclosing Party in connection with the Opportunity governed by this Agreement.

This covenant applies solely to those relationships and opportunities that the Disclosing Party has directly introduced to the Receiving Party and shall not preclude the Receiving Party from continuing or establishing relationships with manufacturers, dealers, distributors, or other parties with whom it has pre-existing or independently developed business relationships, provided such relationships were not derived from or based on information disclosed by the Disclosing Party.

8) NON-COMPETE.

During the term of this Agreement, and for a period of one (1) year thereafter, the Receiving Party agrees not to solicit or engage in business activities with any client, customer, or business contact that was directly introduced to the Receiving Party by the Disclosing Party, for services or products that directly compete with the business of the Disclosing Party, without prior written consent.

This non-compete restriction is expressly limited to those clients, opportunities, or relationships introduced by the Disclosing Party and shall not apply to the Receiving Party’s ongoing business operations, clients, or partners existing prior to or developed independently of this Agreement.

8.1) NON-SOLICITATION

Neither Party shall, during the term of this Agreement and for a period of one (1) year thereafter, directly or indirectly solicit for employment or engagement any employee, contractor, or consultant of the other Party who was first introduced to them through the relationship formed under this Agreement, without the prior written consent of the other Party.

This provision shall not restrict either Party from (a) hiring or engaging any person who responds to a general solicitation not specifically directed to the other Party’s personnel or (b) maintaining existing employment relationships that predate this Agreement.

9) Specific Enforcement.

The partners each agree that their obligations set forth in this Agreement are necessary and reasonable in order to protect the Disclosing Party and its business. The partner each expressly agree that due to the unique nature of the party's confidential information, monetary damages may be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its covenants and agreements set forth in this Agreement. Accordingly, the Receiving Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available in law, in equity, or otherwise, the Disclosing Party shall be entitled to obtain injunctive relief.

10) No Waiver.

No action taken by either party in connection with this Agreement, including any investigation by or on behalf of such party, shall be deemed to constitute a waiver of compliance with any representation, warranty, covenant, or agreement contained herein or in any document delivered by the Disclosing Party in connection with the activities contemplated by this Agreement. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11) No Rights Granted.

Nothing in this Agreement shall be construed as granting any rights under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party’s Confidential information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship.

12) Severability.

Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and of full force and effect, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this Agreement.

13) Jurisdiction; Governing Law.

The partner expressly agree that exclusive jurisdiction for any claim or dispute relating in any way to this Agreement resides in the courts of the jurisdiction of the commonwealth of Virginia and agrees and expressly consents to the exercise of personal jurisdiction of said Courts.

14) Counterparts.

This Agreement may be executed in one or more counterparts, including by means of facsimile (or similar electronic transmission method) signature pages, each of which shall be deemed to be an original and together which shall constitute one and the same instrument.

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Signed by Scott Aadal
Signed On: November 3, 2025

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October 31, 2025 3:33 pm EST

Archer / Thrivepoint NDA Uploaded by Scott Aadal - scott@hyperbarichealth.io IP 108.11.183.139