Insider WiFi Non Circumvention and Non Disclosure

Note: We, Insider Vallarta, dba Insider WiFi would be the “Disclosing party” and the client would be the “Receiving Party.”

(a) The Receiving Party agrees that any Confidential Information furnished to it or by it to its Representatives

(i) will be kept confidential by it and its Representatives, (ii) will not be used by it or its Representatives, directly or indirectly, in any way whatsoever other than for the purpose of determining whether to enter into the Transaction with the Disclosing Party, and (iii) except as provided herein, will not, without the prior written consent of the Disclosing Party, be disclosed by it or its Representatives, in whole or in part, in any manner whatsoever. The Receiving Party further agrees that any Confidential Information received by it will be disclosed only to those of its Representatives who need to know such Confidential Information for the purpose of evaluating the Transaction and who shall, prior to being provided with Confidential Information, (i) be advised of the confidentiality obligations under this Agreement, and (ii) agree in writing to be bound by the provisions of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

(b) Notwithstanding the foregoing, the term “Confidential Information” does not include any information that

(i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its

Representatives, (ii) was available to the Receiving Party on a non-confidential basis prior to disclosure of the information, as established by the Receiving Party’s contemporaneous written records, or (iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement with the Disclosing Party.

(c) Without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct its

Representatives not to, disclose to any Person the fact that Confidential Information has been made available to it, the fact that discussions or negotiations between it and the Disclosing Party are taking place, or any of the terms, conditions or other facts with respect to the Transaction, including the status thereof.

No Interference with the Business; Non-Circumvention and Non-Solicitation Provisions

As a condition to the Disclosing Party’s entry into this Agreement, Receiving Party agrees that it and its Representatives will not, at any time or for any reason, directly or indirectly, (a) with respect to the Business, solicit or divert from the Disclosing Party any business, business relationships, clients, customers, suppliers, affiliates, partners, contacts or Representatives made known to Receiving Party in relation to the Transaction, (b) induce any of the Disclosing Party’s clients, customers, suppliers, affiliates, partners, contacts, Representatives or any Person under contract or otherwise associated or doing business with the Disclosing Party who are made known to Receiving Party in relation to the Transaction to reduce or alter any such association or business with Disclosing Party, or (c) knowingly solicit any Person in the employment of Disclosing Party to (i) terminate such employment, or (ii) accept employment or enter into any type of business arrangement with any Person other than Disclosing Party. Any violation of the provisions of this Section 4 by Receiving Party shall constitute a material breach of this Agreement.

Contract Length and Cancelation Terms

Most contracts are month to month with 30 day notice to cancel required unless otherwise stated.  Substantial discounts are available for annual contracts.  Annual contracts require 45 days notice of termination in writing by the client.  Insider WiFi reserves the right to cancel contract at will with all client data being owned by the client.

Return of Equipment

All hardware and or software are to be returned to Insider WiFi in original working condition. Failure to return devices in original, good working order will result in forfeiture of any deposits received, and/or one month’s billing (whichever is the lesser amount).

Pricing Changes

Pricing is subject to change.  Insider WiFi provides 45 day notice prior to any pricing adjustments.

EXHIBIT 3:  [IF VARYING, TO BE PROVIDED SPECIFIC TO EACH CHANNEL PARTNER]

Questions

Any questions about this Policy should be addressed to Admin@InsiderWiFi.com

Last modified: 03/25/2020