White Label Agency Non Disclosure Agreement

Prepared for:

Created by:

Smash Cactus Media

This non disclosure agreement is entered into on 4 April 2025 between Smash Cactus Media and .

The Owner acknowledges the Recipient may receive information regarding the Owner’s business, practices, or other properties that may be considered confidential. Therefore, the Parties are in agreement to the following terms and conditions of this agreement.

Confidentiality

Whereas, the White-Label Agency is in full legal capacity as a company specialising in the field of paid advertising;

Whereas, the White-Label Agency affirms that it has the required experience and ability to provide the Customer with the Services;

Whereas, the White-Label Agency agrees to be so engaged and to provide the Acting Agency's Customers the Services, all subject to the terms and conditions contained herein;

WHEREAS, the parties desire to express in writing their mutual understanding and agreements with respect to this engagement; and,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the parties hereto, intending to be legally bound, do hereby agree as follows:

Scope of Work

The following is a preliminary scope of work based and is subject to change once the agency establishes a full Client Scope Document. The Agency is being recruited to assist in the following:

• Consult with Client and establish project timelines and expectations

• Develop, create, and manage ad campaigns on TikTok

• Test, optimise and report on campaign performance on TikTok

• Deliver content briefs for the Clients in house team as well as create content themselves

• Deliver no more than 10 pieces of content per month for use on TikTok

Specific timeframes of deliverables will be provided to customer but are subject to change in the occurrence of unforeseeable events or circumstances beyond the agency's control.

Confidentiality Protection

The Recipient understands that the information deemed confidential is of value to the Owner and shall hold all information at the same level of confidentiality as personal information is held.

The Recipient agrees to hold all confidential information made available to standard non disclosure terms and will not make said information available or disclose said information to third party vendors or individuals without the Owner's prior written consent.

The Recipient shall under no circumstances modify or copy confidential information that is made available to them.

Fees

For undertaking the engagement and for other good and valuable consideration, including but not limited to, the substantial benefit the Acting Agency will derive from White-Label Agency's services.

The Parties agree that all Fees set forth in this Agreement are due and payable on the issuance of an invoice by the White-label Agency. The Parties further agree that that failure by the Acting Agency to make payment within this time may result in the White- Label Agency’s cessation of services, at the White-Label Agency’s sole discretion.

The Acting Agency agrees that the White-Label Agency shall not be held liable for results outside of its control, these include:

- Customer account payment failures

- Non compliance by Customer to provide Agency with necessary collateral & assets which delays in scope timelines

- Cessation of work due to non-payment to Agency.

Unauthorized disclosure

In the event any information is found to be disclosed by the Recipient without prior written approval from the Owner, the Owner will be permitted to seek remedies including, but not limited to legal assistance and termination of this agreement.

Term and Termination

Either party may terminate this agreement for any reason, or no reason at all, upon thirty (30) calendar days’ notice (the “Effective Termination Date”). The Client shall be liable for all fees set forth herein through the Effective Termination Date.

The obligations of this non disclosure agreement shall survive indefinitely including through termination or conclusion of this agreement.

For the duration of this non disclosure agreement, any information the Recipient may come into contact with that is not public knowledge and is made only available through contact with the Owner shall be deemed as confidential information.

EFFECT OF TERMINATION. In the event that the Customer terminates this Agreement during the Initial Term for any reason other than a breach of this Agreement by the Agency, all fees due under Section 5 of this Agreement for the Initial Term shall remain due and payable to the Agency. In the event that the Customer terminates this Agreement after the Initial Term, Customer shall be liable for all compensation due under this Agreement through the Effective Termination Date.

Upon entering into this non disclosure agreement and for a period of 5 years after the conclusion or termination of this agreement the Recipient shall not partake in business with or solicit business that was made available from the Owner to the Recipient for the purpose of circumvention.

In the event such circumvention occurs the Owner shall be entitled to any and all compensation regarding any transactions that may take place from such events occurrence.

Return of Information

Upon the conclusion or termination of this agreement the Recipient agrees to return any information deemed confidential and in relation to this non disclosure agreement.

Any information that is unable to be returned must be destroyed immediately following the termination or conclusion of this non disclosure agreement.

Relationship

This non disclosure agreement shall not serve in any instance as an agreement between the Parties for employment.

The Recipient shall remain as an individual agency unless otherwise contracted by the Owner directly and shall as so pay all federal and local taxes due for monies received.

License to Use

The Recipient shall be permitted to use any and all information or products provided by the Owner strictly in the form such property is permitted.

Furthermore all property provided to the Recipient shall remain the Owner's property and shall be treated as such.

Both parties mutually agree that certain confidential information may be exchanged during the course of this engagement. To ensure the protection of the White-Label Agencies assets, the Acting Agency agrees to:

Use provided material such as:

• Case Studies;

• Sales Deck;

• UGC Examples;

• Past Client Logos:

• Any other Smash Cactus Media provided assets;

for the purpose of handing over client work to the White-label Agency ONLY. The material provided can NOT be used to leverage client acquisition for personal use or any other party, whether that is a freelancer or other White-label team.

Distribution

The above said material that Smash Cactus Media provides can:

• Not be used for sharing on social media

• Be used on sales calls with prospects intended to pass onto Smash Cactus Media.

• Be used private conversations with prospects intended to pass onto Smash Cactus Media. Any misuse will be a breach of contract & cause of legal investigation.

Entirety

This non disclosure agreement shall serve as the entire agreement between the Parties and shall prevail over any prior agreements conducted in written or oral form by the Parties.

Assignment

The Parties agree to abstain from the sale, transferring, or delegating of any provisions of this agreement to third party individuals without the prior written consent of the responding party.

Any third party individuals entered into this agreement shall be bound by all the terms and conditions contained within this agreement as so.

Jurisdiction

This non disclosure agreement shall fall under the jurisdiction of London, furthermore all legal proceedings occurring in relation to this agreement shall be conducted as such.

The prevailing party in such proceedings shall have the opportunity to seek compensation for all court fees associated with said proceedings.

Notification

Any and all notifications related to this non disclosure agreement shall be produced in person, via courier, or via certified letter to the addresses listed below.

Owner address:

[email protected]

Recipient address:

Agreement

By affixing their electronic signatures below, the Parties acknowledge and agree to any and all provisions included in this non disclosure agreement.