NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this _______ day of ________________, 2023
BETWEEN: The Latino Business Entrepreneur Mastermind, Inc

(the "LBEM")
- AND –

____________________________________

(the "Member")

BACKGROUND:
1. The LBEM and the Member desire to enter into a confidentiality agreement. LBEM possesses certain Proprietary

Information which LBEM is willing to disclose to Members on the terms set out below.
2. In connection with the Permitted Purpose, the Member will receive certain confidential information (the
'Confidential Information').
3. Member is willing to accept the Proprietary Information on those terms and to use the Proprietary Information
only for the purposes and benefit of the LBEM; it may be used for commercial benefit of the Receiver only if (and as)
authorized by the Member providing the information (the "Permitted Purpose").
4. In the context of this Agreement, all information shared in LBEM's group, and between its members, as part of a
meeting or event of LBEM, or in the context of LBEM business, is deemed to be information disclosed by LBEM.
5. In the context of this Agreement, all information received by a Member from being shared in LBEM's group, or
between its members, as part of a meeting or event of LBEM, or in the context of LBEM business, is deemed to be
information received by Member from LBEM.
6. In the context of this agreement, a “Member” is a natural person who has been formally granted membership in a
LBEM Organization.
IN CONSIDERATION OF and as a condition of the LBEM providing the Confidential Information to the Member in
addition to other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:

1. Confidential Information
1. All written, electronic and oral information and materials disclosed or provided by the LBEM to the Member under
this Agreement is Confidential Information regardless of whether it was provided before or after the date of this
Agreement or how it was provided to the Member.
2. 'Confidential Information' means all data and information relating to the business and operating strategy of
members of the LBEM, including proprietary and trade secret information, technical information, any non-public
information shared in LBEM's group, and between its members, as part of a meeting or event of LBEM, or in the
context of LBEM business, whether or not it is contained in any tangible form.
It also includes information to which access is obtained by the Member , including Work Product, Processes, Other
Proprietary Data, Business Operations, Marketing and Development, and Operations, as well as personal
information of its members.

a. Confidential Information will also include any information which has been disclosed by a third party to the LBEM
and governed by a non-disclosure agreement entered into between the third party and the LBEM. Confidential
Information will not include information that:
i. is generally known in the industry of the LBEM;
ii. is now or subsequently becomes generally available to the public through no wrongful act of the Member;
iii. the Member rightfully obtains from a third party who has the right to transfer or disclose it .
b. 'Work Product' includes but is not limited to work product resulting from or related to work or projects performed or
to be performed for the LBEM or for or by members of the LBEM, of any type or form in any stage of actual or
anticipated research and development;
c. 'Production Processes' includes but is not limited to processes used in the creation, execution, or research of the
Work Product, including but not limited to formulas, patterns, models, methods, techniques, specifications,
processes, procedures, programs, and designs;
d. 'Other Proprietary Data' includes but is not limited to information relating to the LBEM's (or its members')
proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the
proprietary rights, production data, technical and engineering data, technical concepts, test data and test results,
simulation results, the status and details of research and development of products and services, and information
regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade
secrets);
e. 'Business Operations' includes but is not limited to internal personnel and financial information, vendor names
and other vendor information (including vendor characteristics, services and agreements), purchasing and internal
cost information, internal services and operational manuals,
planned products and projects for the future, and the manner and methods of conducting the business or operations
of LBEM or its members;

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f. 'Marketing and Development Operations' includes but is not limited to marketing and development plans, price and
cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and
methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential
strategies of the LBEM or its members which have been or are being discussed; and
g. 'Customers' includes but is not limited to names of customers and their representatives, contracts and their
contents and parties, customer services, data provided by customers and the type, quantity and specifications of
products and services purchased, leased, licensed or received by clients of the LBEM or its members.
h. Any reference to categories of Confidential information defined by belonging to LBEM, applies equally to such
information belonging to members of LBEM, as long as the disclosure of such information occurred in the context of
LBEM's operations. Any reference to LBEM's members in one section, shall not be interpreted to mean that any
section that references LBEM without referencing members was meant to indicate that members are not included in
that reference. Specifically, the principle of Expressio unius, exclusio alterius shall not apply to the interpretation of
this agreement, with regard to determining whether Information belonging to members of LBEM is meant to be
included, if the reference is only to “LBEM”.
2. Obligations of Non-Disclosure
1. Except as otherwise provided in this Agreement, the Member must not disclose the Confidential Information to
any party outside LBEM's membership.
2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of
the LBEM, and the Member it originated from (the “Affected Member”), and will only be used by the Member for the
Permitted Purpose. The Member will not use the Confidential Information for any purpose which might be directly or
indirectly detrimental to the LBEM or the Member it originated from, or any of LBEM's affiliates or subsidiaries.
3. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Member in
this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination,
as the case may be, of this Agreement and will continue for a period of three (3) years from the date of such
expiration or termination.
4. The Member may disclose any of the Confidential Information:
a. to such of his or her employees, agents, representatives and advisors that have a need to know for the Permitted
Purpose provided that:
i. the Member has informed such personnel of the confidential nature of the Confidential Information;
ii. such personnel agree in writing to be legally bound to the same burdens of non-disclosure and non-use as the
Member;
iii. the Member agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by
such personnel; and
iv. the Member agrees to be responsible for and indemnify the LBEM and Affected Member for any breach of this
Agreement by his or her personnel.
b. to a third party where the LBEM or Affected Member has consented in writing to such disclosure; and

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c. to the extent required by law or by the mandatory request or requirement of any judicial, legislative, administrative
or other governmental body.
5. The Member agrees to retain all Confidential Information at his or her usual place of business and to store all
Confidential Information separate from other information and documents held in the same location. Further, the
Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is
accessible to persons to whom disclosure may not be made, as set out in this Agreement.
3. Ownership and Title
1. Nothing contained in this Agreement will grant to or create in the Member, either expressly or impliedly, any right,
title, interest or license in or to the intellectual property of the LBEM.
4. Remedies
1. The Member agrees and acknowledges that the Confidential Information is of a proprietary and confidential
nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be
reasonably or adequately compensated for in money damages and would cause irreparable injury to the LBEM or
Affected Member. Accordingly, the Member agrees that the LBEM and/or Affected Member is entitled to, in addition
to all other rights and remedies available to it at law or in equity, an injunction restraining the Member and any
agents of the Member, from directly or indirectly committing or engaging in any act restricted by this Agreement in
relation to the Confidential Information.
2. Despite the acknowledged difficulty in compensating LBEM or Affected Member with money damages in the case
of a breach, if a breach does occur, Member shall indemnify LBEM and Affected Member for all damages occurring
as a foreseeable result of the breach.
3. Any Member of LBEM that provides Confidential Information governed by this agreement shall be a third party
beneficiary of this agreement, and may invoke the remedies of this agreement against a breaching Receiver, for any
breach with regard to Confidential Information originating from that Member.
5. Return of Confidential Information
1. The Member will keep track of all Confidential Information provided to her and the location of such information.
The LBEM may at any time request the return of all Confidential Information from the
Member. Upon the request of the LBEM, or in the event that the Member ceases to require use of the Confidential
Information, or upon the expiration or termination of this Agreement, the Member will:
a. return all Confidential Information to the LBEM and will not retain any copies of this information;
b. destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Member's
review of the confidential information; and
c. provide a certificate to the LBEM that such materials have been destroyed or returned, as the case may be.
6. Notices

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1. In the event that the Member is required in a civil, criminal or regulatory proceeding to disclose any part of the
Confidential Information, the Member will give to the LBEM and Affected Member prompt written notice of such
request so the LBEM may seek an appropriate remedy or alternatively to waive the Member's compliance with the
provisions of this Agreement in regards to the request.
2. If the Member loses or makes unauthorized disclosure of any of the Confidential Information, the Member will
immediately notify the LBEM and Affected Member and take all reasonable steps necessary to retrieve the lost or
improperly disclosed Confidential Information.
3. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by
agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in
this Agreement or as the parties may later designate in writing.
4. The address for any notice to be delivered to any of the parties to this Agreement is as follows:

a. LBEM: 4015 EAST POST ROAD , LAS VEGAS, NV 89120
b. Member: ___________________________________________________
___________________________________________________
7. Representations
1. In providing the Confidential Information, the LBEM makes no representations, either expressly or impliedly as to
its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or
trademark infringement that may result from the use of such information.
8. Termination
1. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise
provided in this Agreement (note Section 2(3)), all rights and obligations under this Agreement will terminate at that
time.
9. Assignment
1. Except where a party has changed its corporate name or merged with another corporation, this Agreement may
not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other
party to this Agreement.
10. Amendments
1. This Agreement may only be amended or modified by a written instrument executed by both the LBEM and the
Member.
11. Governing Law
1. This Agreement will be construed in accordance with and governed by the laws of the State of Nevada.

6217 Chandon Court
Las Vegas, NV 89130

12. General Provisions
1. Time is of the essence in this Agreement.
2. This Agreement may be executed in counterparts.
3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this
Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and
include the feminine and vice versa.
4. The clauses, paragraphs, and subparagraphs contained in this Agreement are severable and are intended to be
read and construed independently of each other. If any part of this Agreement is held to be invalid, that part shall be
severed from the agreement and this invalidity will not affect the operation of any other part of this Agreement.
5. The Member is liable for all costs, expenses and expenditures including, and without limitation, the complete legal
costs incurred by the LBEM in enforcing this Agreement as a result of any default of this Agreement by the Member.
Such costs and expenses shall not be taxed against Member if Member prevails in litigation or arbitration to enforce
this agreement.
6. The LBEM and the Member acknowledge that this Agreement is reasonable, valid and enforceable. However, if a
court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is
the intention of the LBEM and the Member that such provision be reduced in scope by the court only to the extent
deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the
intention of the Member to give the LBEM the broadest possible protection against disclosure of the Confidential
Information.
7. No failure or delay by the LBEM in exercising any power, right or privilege provided in this Agreement will operate
as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise
of them or the exercise of any other right, power or privilege provided in this Agreement.
8. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators,
successors and assigns, as the case may be, of the LBEM and the Member.
9. Members acknowledge that the restrictions imposed by this agreement impose minimal hardship upon the
Member.
10. This Agreement constitutes the entire agreement between the parties and there are no further items or
provisions, either oral or otherwise.
11. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including,
without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance
with the laws of the State of Nevada, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction
to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.
IN WITNESS WHEREOF _________________________________ and Rafael Alvarez have duly affixed their
signatures under hand and seal on this ________day of ________________________, 2023.

Andrea Vigil

28th April

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LBEM

Date:____________

___________________________________________
Rafael Alvarez
LBEM President & CEO

Date:____________ ___________________________________________

Member

2023-05-22

2023-04-28

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CODE OF CONDUCT

All Latino Business Entrepreneur Mastermind (LBEM) members recognize that membership is a privilege that
brings with it individual and collective responsibility to assure that by joining the LBEM each member understands,
agrees and commits following the code of conduct.
The code of conduct shall require members to understand support and promote the Vision, Mission, and Values of
the LBEM:
Mission: “To collaborate among all elected officials and members' business entities, and to scale our
businesses for long term growth through leadership and innovation.”
Vision: “Fostering exponential growth within our ecosystem for business owners to do business with each
other and get business for each other.”
Values: “Trust, Character, and Innovative Thinking.”

CODE OF CONDUCT ARTICLES

I) RESPECT FOR ALL INDIVIDUALS
∙ Listen to what everyone has to say. Be respectful.
∙ Practice transparency.
∙ Recognize the strengths and accomplishments of others.
∙ Value the time and workloads of others.
∙ Delegate meaningful work.
∙ Practice common courtesy and politeness.
∙ Respect members' work and thoughts even if they are different from yours.
∙ Engage and be proactive with the group.
∙ Value others’ time and efforts.
∙ Be accountable, responsible and responsive.
∙ No member shall have any authority or power in the operation of the Organization other than those powers
granted to officers and board members in the Bylaws, or powers specifically delegated to a member or
committee by a board resolution.
II) PROMOTE ALL MEMBER’S BUSINESS AS WELL AS YOUR OWN BUSINESS

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∙ Share your knowledge with others based on your experience.
∙ Seek advice and share your experience from and to other members: WIN-WIN is the golden rule.
III) KEEP GROUP AND INDIVIDUAL INFORMATION CONFIDENTIAL:
∙ LBEM members agree to keep information confidential. If any information is privileged, then marking
"Privileged and Confidential" in the information such as email subject line and/or at the top of the body of the
text is the best way to signal that the information is privileged. Confidential information is not limited to
information that is marked as confidential. See the LBEM Non-Disclosure Agreement for details.
∙ LBEM members agree to fully comply with the terms and spirit of the LBEM Non Disclosure Agreement.
IV) IF THERE IS AN ISSUE BETWEEN MEMBERS, DO YOUR BEST TO SETTLE IT INTERNALLY
∙ LBEM members are strongly encouraged to resolve their disagreements in the spirit of brotherhood and
without litigation.
∙ All LBEM members agree to make a proactive effort to resolve any disagreement without litigation.
V) NON-DISCRIMINATION POLICY
∙ LBEM is committed in policy, principle, and practice to maintaining an environment which prohibits
discriminatory behavior and provides equal opportunity for all persons. LBEM affirms its commitment to
provide a welcoming and respectful environment, in which all individuals within its community may benefit
from each other’s experiences and foster mutual respect and appreciation of divergent views.
∙ LBEM is open to all, and prohibits discrimination on the basis of race, color, religion, creed, sex, age, marital
status, national origin, mental or physical disability, political belief or affiliation, veteran status, sexual
orientation, gender identity and expression, genetic information, and any other class of individuals protected
from discrimination under state and/or federal law.
To protect the reputation of the LBEM and the reputation of all its members, failure to abide by the Code of Conduct
may result in the suspension or termination of membership as determined by the board.

THE BOARD OF DIRECTORS
Latino Business Entrepreneur Mastermind