This Non-Compete and Non-Disclosure Agreement ("Agreement") is entered into by and between Rim Locals ("Company"), a group of volunteers, and the undersigned Partner/Contractor ("Recipient"), collectively referred to as the "Parties."

1. Purpose

The Parties intend to collaborate in the context of providing services for Rim Locals, and during the course of this collaboration, the Recipient may gain access to confidential information and proprietary data of the Company. This Agreement establishes the terms under which the Recipient agrees to maintain confidentiality and refrain from competitive activities.

Non-Disclosure Agreement (NDA)

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all information provided by Rim Locals to the Recipient, whether written, oral, or otherwise, including but not limited to:

• Business plans, strategies, and objectives.
• Marketing and operational data.
• Financial information, projections, and analysis.
• Trade secrets, proprietary software, and code.
• Any other information deemed confidential by Rim Locals.

3. Obligation of Confidentiality

The Recipient agrees to:

• Keep all Confidential Information strictly confidential.
• Not disclose or provide access to Confidential Information to any third party without prior written consent from Rim Locals.
• Use Confidential Information solely for the purpose of fulfilling obligations under this Agreement and not for any other purpose.
• Take reasonable steps to protect the Confidential Information from unauthorized access or disclosure.

4. Exclusions from Confidentiality

The obligations set forth in this Section do not apply to Confidential Information that:

• Is or becomes publicly available without breach of this Agreement.
• Was already in the Recipient's possession at the time of disclosure, as evidenced by written documentation.
• Is independently developed by the Recipient without the use of any Confidential Information.
• Is disclosed with the prior written consent of Rim Locals.

5. Duration of Confidentiality

The Recipient’s obligations with respect to Confidential Information shall remain in effect for a period of [insert number of years, e.g., 5 years] following the termination of this Agreement or until the Confidential Information no longer qualifies as confidential, whichever comes first.

Non-Compete Agreement

6. Non-Compete Obligation

For a period of [insert duration, e.g., 1 year] following the termination of this Agreement, the Recipient agrees not to directly or indirectly engage in any business that competes with Rim Locals within [insert geographic scope, e.g., 50 miles of Crestline, California] or in any market where Rim Locals operates or intends to operate.

• The Recipient agrees not to start, operate, or be involved with any business that competes with the Company’s products or services.
• Solicit any of the Company’s employees, contractors, or clients for the purpose of inducing them to leave the Company or work for a competing business.
• Use any confidential or proprietary information gained during the collaboration to create, develop, or market competing products or services.

7. Reasonableness of Non-Compete Obligation

The Parties agree that the geographic scope, duration, and activities covered under this non-compete clause are reasonable and necessary to protect the Company’s legitimate business interests. If a court or other competent authority determines that any aspect of the non-compete obligation is unreasonable or unenforceable, the court may modify the terms to make it enforceable while still protecting Rim Locals' interests.

Return of Materials

8. Return of Confidential Information

Upon termination of this Agreement, the Recipient agrees to return or destroy all materials, documents, or other media containing Confidential Information belonging to Rim Locals. The Recipient shall certify in writing that they have complied with this obligation.

Breach of Agreement

9. Consequences of Breach

In the event of a breach of this Agreement, the Company shall have the right to:

• Seek injunctive relief to prevent further disclosures or use of Confidential Information.
• Pursue any and all legal remedies available under applicable law, including claims for damages and losses suffered due to the breach.

Miscellaneous

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior discussions, understandings, or agreements between the Parties.

12. Amendments

Any amendments or modifications to this Agreement must be in writing and signed by both Parties.

13. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Acknowledgment

By signing this Agreement, the Recipient acknowledges that they have read, understood, and agree to abide by the terms and conditions set forth herein.