MUTUAL NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

The VALUABLE Agency Bootcamp & Cohort

Parties: Rayne IX, LLC (“Facilitator”) and the undersigned participant (“Participant”)

PURPOSE

This Agreement governs participation in The VALUABLE Agency Bootcamp and Cohort program (the “Program”), including all live sessions, workshops, and communications conducted via Slack or any other platform designated by the Facilitator. The Program involves the open exchange of sensitive business information among agency founders. This Agreement exists to protect every person in the room.

WHAT IS CONFIDENTIAL

“Confidential Information” means any and all information shared within the Program by the Facilitator, fellow Participants, or any guest contributor, including but not limited to:

  • Business financials, revenue, margins, client mix, and pricing structures

  • Agency valuation methodologies, EBITDA multiples, and deal structures

  • Exit strategies, M&A activity, buyer/seller conversations, and transaction terms

  • Operational systems, team structures, and proprietary processes

  • Client names, retention rates, and account details

  • Personal business challenges, goals, and growth strategies

  • Any information shared in live sessions, breakout groups, Slack channels, direct messages, shared documents, or any other Program communication

If it was shared in the Program, it’s confidential.

OBLIGATIONS OF ALL PARTIES

Both the Facilitator and each Participant agree to:

1. Strict Confidentiality. Keep all Confidential Information private. Do not disclose, share, distribute, publish, or otherwise communicate any Confidential Information to any person or entity outside the Program in any format, through any channel, at any time.

2. No Competitive Use. Not use any Confidential Information for personal competitive advantage, business development, client acquisition, product creation, or any other commercial purpose beyond participation in the Program itself.

3. Secure Handling. Take reasonable precautions to safeguard Confidential Information — the same care you’d want others to take with yours.

WHAT IS NOT CONFIDENTIAL

This Agreement does not apply to information that:

  • Was already publicly known at the time of disclosure (and not through a breach of this Agreement)

  • Becomes publicly known through no fault of the receiving party

  • Was already known to the receiving party prior to disclosure, with documentation to support it

  • Is independently developed without use of or reference to the Confidential Information

MUTUAL OBLIGATIONS

This Agreement is mutual. Rayne IX, LLC makes the same commitments to Participants that Participants make to each other and to Rayne IX.

TERM

This Agreement is effective upon signature and remains in effect indefinitely.

REMEDIES

The parties acknowledge that a breach of this Agreement may cause harm for which monetary damages alone would be insufficient. In the event of a breach, the non-breaching party is entitled to seek injunctive relief and any other remedies available under applicable law, in addition to recovery of reasonable attorneys’ fees and costs.

GOVERNING LAW

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

SIGNATURES

By signing below, each party agrees to be bound by the terms of this Agreement.