One of our team members will be contacting you to welcome you into our community. By accepting these terms you are agreeing to the Mentoring Agreement and the Non-Disclosure Agreement as disclosed and detailed below. Agreements are valid with the understanding of today's date, your name, and your signature.

If you have any questions please feel free to reach out to [email protected]

This Agreement is made and entered into as of _January 1, 2025__(date) by and between: Sarah Abrams with Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC and/or Mirth LLC its associates and its affiliates. (Mentor) located in Gulf Shores, Alabama and ______________________________________________ (Mentee/trainee/student or participant) whereby Sarah Abrams/Mentor agrees to provide mentoring and ministry services for Mentee focusing on the maturation of the mentee in becoming a mature son as outlined in the bible.

 

Description of Spiritual Mentorship: Mentoring is partnership (defined as an alliance, not a legal business partnership) between the Mentor and the Mentee in a thought-provoking and creative process that inspires the Mentee to maximize their personal, spiritual and relational potential. It is designed to facilitate development of the individual’s ability to have increased ability to engage and walk out the scroll of their lives and to develop and carry out a divine strategy brought forth by God for achieving healing, wholeness, reconciliation and His goals through the mentee. 

1.  Mentor-Mentee Relationship

 

1. Mentor agrees to maintain the ethics and standards of behavior as outlined biblically through scriptures. It is recommended that the Mentee review the Scriptural references and the applicable standards of behavior.
2. Mentee is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Mentoring relationship and his/her Mentoring calls and interactions with the Mentor. As such, the Mentee agrees that the Mentor is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Mentor.
3. Mentee further acknowledges that he/she may terminate or discontinue the Mentoring relationship at the end of the agreed period as stated in section 3. If mentee decides that he/she no longer requires or agrees with mentoring, mentee is still required to pay the remainder of the agreement.
4. Mentee acknowledges that Mentoring is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. The Mentee agrees that deciding how to handle these issues, incorporate Mentoring principles into those areas and implementing choices is exclusively the Mentee’s responsibility.
5. Mentee acknowledges that Mentoring does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that Mentoring is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Mentee’s exclusive responsibility to seek such independent professional guidance as needed. If Mentee is currently under the care of a mental health professional, it is recommended that the Mentee promptly inform the mental health care provider of the nature and extent of the Mentoring relationship agreed upon by the Mentee and the Mentor.
6. The Mentee understands that to enhance the Mentoring relationship, the Mentee agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program. 

2.  Services

 

1. The parties agree to engage in a mentoring program and/or individualized/group ministry through prayer, engagement in the mentees spiritual access, dialogues (e.g., in person, zoom meetings, conferences, and telephone), meetings and available conferences or group meetings with other mentees.
2. Mentor will be available to Mentee by the administration e-mail and messenger in between scheduled meetings as defined by the Mentor. Mentor may also be available for additional time, per Mentee’s request on a prorated basis rate as discussed and agreed upon by both parties. 

3.  Programs, Schedule and Fees (sign where applicable)

 

Group names (Tier 1 Gold, Tier 2 Frankincense and Night Watch) are not indicative of hierarchy or levels of knowledge or maturity.

1. Tier 1/Gold Mentoring: This Mentoring agreement is valid as of _today’s___(date) and ends on _18 months from start date_(date) or June 30, 2026 when the program is re-evaluated as determined by Sarah Abrams. The fee is $___750_____ per month and shall be paid electronically upon receipt of invoice and/or auto payment through the ministry platform, link or website. For those who prefer to pay annually, please reach out to the administration team for a payment link.
   1. Individual mentoring sessions will occur via phone, zoom, messenger or personal meetings monthly, depending on outlined plan, and mutually agreed upon time. Flexibility is key. The Mentor will initiate all scheduled calls and will provide the link to the Mentee via email, text or messenger.
   2. Group meetings will occur monthly depending on outlined plan as determined by Mentor via zoom meetings facilitated by Mentor’s administration team. It is important to be flexible and understanding on Mentor’s schedule to allow for family time, vacations, travel, ministry assignments, conferences etc.
   3. It is the responsibility of the mentee to record the meeting for future purposes and can use this information for personal use only.
2. Tier 2/Frankincense Mentoring: This Mentoring agreement is valid as of today’s (date) and ends on _18 months from start date_(date) or June 30, 2026 when the program is re-evaluated as determined by Sarah Abrams. The fee is $____199_____ per month and shall be paid electronically upon receipt of invoice and/or auto payment through the ministry platform, link or website.
   1. Group meetings will occur monthly depending on outlined plan as determined by Mentor via zoom meetings facilitated by Mentor’s administration team. It is important to be flexible and understanding on Mentor’s schedule to allow for family time, vacations, travel, ministry assignments, conferences etc.
   2. Group meetings will be recorded and posted on the website/network for future viewing and in case of Mentee absence.
3. Night Watch/Gold: This Mentoring agreement is valid as of Today’s __(date) and ends on _18 months from start date_(date) or June 30, 2026 when the program is re-evaluated as determined by Sarah Abrams.. The fee is $_____750____ per month and shall be paid electronically upon receipt of invoice and/or auto payment through the ministry platform, link or website.
   1. This level of mentoring is only available through invitation by Sarah Abrams as it requires full trust of both parties to create movement towards sonship. Night Watch is at the Mentor’s discretion on when the meeting time occurs and for how long each session is comprised of and what topic will be addressed.
4. Individualized Ministering: This agreement is valid as of______________(date). The fee is $_________ per ________and shall be paid electronically upon receipt of invoice and/or auto payment through the ministry platform, link or website.
   1. This relationship is an agreement based on urgency and need. The fee is determined by Sarah Abrams. This is available on an as needed basis and at Sarah Abram’s discretion.
   2. Minors whose parents are requesting ministry are doing so voluntarily and at their own risk. Agreement to participate in ministry constitutes an activity in which Sarah Abrams with Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC and/or Mirth LLC its associates and its affiliates, managers, member, volunteers, heirs, predecessors and successors and assigns (collectively “releases”) from any physical or psychological injury that I may suffer because of my participation in the activity of ministry
5. Mentoring, Ministry and Meeting Schedules:
   1. Individual sessions are scheduled according to the timing of the Holy Spirit and are not on set days each month. Mentor or administration team will reach out to schedule individual sessions.
   2. Group meetings/calls are scheduled via zoom link by the administration team as directed by Mentor. Currently, the meeting is announced on the Mirth Mentoring Facebook Group page and a link is posted. For future, the team is looking for additional communication options that could involve text messages, push notifications, and/or emails or group calendars. More to come.
   3. There will be no individual sessions in December and one additional month each year. During these months, Mentor will conduct group calls only. This allows for family time, vacation time etc. Monthly payments will remain consistent in these months according to this agreement.
   4. All mentoring students will be invited to participate in group trips as planned by the Mentor and administration team. These trips are rich and provide in person training into sonship as Sarah Abrams/Mentor invites us to participate in assignments from the Lord. These assignments involve governing as a Son and manifesting God’s will on earth to redeem, reconcile, and restore mankind and creation.
   5. On months that have trips, individual sessions may not be conducted. Training and mentoring will take place on the trip. For those that do not join the trip, some teaching or onsite events will be recorded and posted to the website/network. There could also be pre-recorded teachings, in person sessions with reduced one on one time, or addition of time in the night watch. This is as the Spirit leads and depends on feasibility and logistics of timing and travel. Flexibility is key.
   6. Individual session schedules and group calls may also be adjusted in accordance with Sarah Abrams/Mentor call to the platform (conferences, speaking engagements, etc.) in similar fashion as listed above (section e) and as per her discretion. 

4.  Confidentiality

 

1. This Mentoring/Ministry relationship, as well as all information (documented or verbal) that the Mentee shares with the Mentor as part of this relationship, is bound by the principles of confidentiality set forth in the bible. However, please be aware that the Mentor-Mentee relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege. The Mentor will always use utmost discretion on personal information and serious content. The Mentor requires the same honor of the Mentee.
2. Confidential Information does not include information that: (a) was in the Mentor’s possession prior to its being furnished by the Mentee; (b) is generally known to the public or (c) as revealed by the Holy Spirit to the Mentor; (ca) is obtained by the Mentor from a third party, without breach of any obligation to the Mentee; (d) is independently developed by the Mentor without use of or reference to the Mentee’s confidential information; or (e) the Mentor is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to the Mentor and as a result of such disclosure the Mentor reasonably believes there to be an imminent or likely risk of danger or harm to the Mentee or others; and (g) involves illegal activity. The Mentee also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Mentor in a timely manner.
3. According to the ethics and the intent, topics may be anonymously and hypothetically shared with other Mentoring professionals and students for training and encouragement.
4. Mentee agrees not to share recorded sessions or zoom calls with the public. Recorded sessions are for personal use only.

 

5.  Cancellation Policy

Mentee agrees that it is the Mentee's responsibility to notify the Mentor 24 hours in advance of the scheduled calls/meetings. Mentor reserves the right to bill Mentee for a missed meeting. Mentor will attempt in good faith to reschedule the missed meeting if possible. Please note, if you cancel or do not show or post pone or are late to your meeting, it could result in a missed session that month. It may not be possible to re-schedule due to scheduling and logistics.

6.  Termination

Either the Mentee or the Mentor may terminate this Agreement at any time. However, Mentee agrees to compensate the Mentor for all Mentoring services rendered through and including the cancelled mentoring sessions due effective the date of termination of the Mentoring relationship for the contracted period as stated in section 3 of this agreement.

7.  Limited Liability 

1. Except as expressly provided in this Agreement, the Mentor makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Mentoring services negotiated, agreed upon and rendered. In no event shall the Mentor be liable to the Mentee for any indirect, consequential or special damages.
2. The undersigned expressly acknowledges that coaching provided by Sarah Abrams and Mirth Company and its affiliates will be in accordance with the Biblical principles and precepts and will be conducted according to the guidelines and policies adopted by Sarah Abrams and Mirth Company and its affiliates, whether these policies are set out or stated. The undersigned understands that the Holy Spirit, through Scriptures and personal revelation, will be the sole and final standard by which ministry and coaching services can be judged.
3. The undersigned further acknowledges that the ministerial and coaching services provided by Sarah Abrams with Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC and/or Mirth LLC its associates and its affiliates are primarily spiritual in nature, and are not intended as a substitute for medical treatment, legal services, or law enforcement protection, where appropriated.
4. I fully understand that the Mentor is at all times restricted to consultation and do not involve the diagnosing, prognosticating, treatment of disease, or any act which will constitute the practice of medicine in this state. I further understand that Sarah Abrams with Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC and/or Mirth LLC its associates and its affiliates is not a licensed mental health coach or medical professional. I understand and agree that I am fully responsible for my well-being and the well-being of my children during my coaching sessions, and subsequently, including my choices and decisions.
5. The undersigned parties have had the nature of the ministerial and coaching services to be provided fully explained to them prior to receiving such services, and they freely enter such coaching and ministerial services with full knowledge of the nature of the ministerial services or coaching they are about to receive.
6. The undersigned fully understands the nature of a coaching ministry such as that offered by Sarah Abrams with Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC and/or Mirth LLC its associates and its affiliates and, knowingly waive and release all claims for damages to their person or property arising out of or in any way related to the financial, psychological, spiritual, and/or mental problems and the coaching directed at such problems which have brought the undersigned to Sarah Abrams Sonship 1000 LLC and/or Mirth LLC and its affiliates for coaching or deliverance services.
7. The undersigned further agrees to indemnify, have and hold harmless Sarah Abrams with Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC and/or Mirth LLC its associates and its affiliates, its board of directors, its members, family, heirs, and its agents and employees from any and all claims and damages of every kind to any person or property arising out of or attributed to the financial, spiritual, psychological, physical, death, suicide, financial and/or mental problems which brought the undersigned to the ministry, or to the undersigned for any and all matters relating to or connected with the circumstances for which coaching is sought at any point after the date of this release.
8. It is further understood and agreed that this waiver and release constitutes an admission and acknowledgment by this undersigned that they have received no warranty, guarantee, or promise of any temporal or secular result either expressed or implied, from Sarah Abrams with Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC and/or Mirth LLC its associates and its affiliates, or its members, agents, representatives, employees or board of directors.
9. The undersigned parties acknowledge and agree that the very nature of their problem(s) is necessarily such that no specific result(s) can be promised or warranted by any such ministry, mentoring, or coaching services.
10. The undersigned further states they have carefully read the foregoing release, know the contents thereof, are fully competent, and sign the same as their own free act and deed.
11. It is understood and agreed that this release shall be binding upon me, and my respective heirs, executors, administrators, personal representatives, successors, and assigns. This release shall be subject to and governed by the laws of the State of Alabama.
12. The undersigned further states and acknowledges that they have not been groomed, tricked, pressured, manipulated or coerced into mentoring. This is and has been a free will decision.
13. I further agree to indemnify, defend and hold harmless the Releasees against all claims, suits or actions of any kind whatsoever for liability, damages, compensation or otherwise brought by me or anyone on my behalf, including attorney’s fees and any related costs.

 

8.  Entire Agreement

 

1. This document reflects the entire agreement between the Mentor and the Mentee and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations.
2. The Agreement may not be amended, altered or supplemented except in writing signed by both the Mentor and the Mentee.
3. This release contains the entire agreement between the parties hereto, and the terms of this waiver and release are contractual and not mere recital.
4.  Dispute Resolution

If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Mentee and Mentor agree to attempt to mediate in good faith for up to 90 days after notice given. If the dispute is not so resolved, and in the event of legal action, the prevailing party shall be entitled to recover attorney’s fees and court costs from the other party.

10.  Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

11.  Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 

12.  Applicable Law

This Agreement shall be governed and construed in accordance with the laws of the State of Alabama, without giving effect to any conflicts of law’s provisions.

13.  Binding Effect

This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns. 

 

 

 

I hereby agree to the above legalese, and I understand that by checking the box below, it is the equivalent of a signature and that it is legally binding me to this agreement.

 

 

Mentee Name_________________________________

 

Date: __________________________________________

 

Signature: _____________________________________

 

 

 

 

PARENT/GAURDIAN WAIVR FOR MINORS

 

If the mentee/ministry person is under the age of consent (18 years of age), then this release must be signed by a parent or guardian, as follows:

 

I hereby certify that I am the parent or guardian of ____________________________, named above, and do hereby give my consent without reservation to receive ministry/mentoring on behalf of this individual.

 

Minor Consent:

 

Parent/Gaurdian Name____________________________

 

Relationship to Minor_____________________________

 

Signature; _________________________________________

 

Date: ______________________________________________

 

 

2025 Mentoring Schedule

Sarah has prayed and Father has requested this year that mentoring commitments are for 18 months.  This would be January 2025 - June 2026. The mentoring commitment would prior to going into Rosh Hashanah in September. Sarah feels this is not a coincidence. Mentoring agreements (require signature) will be sent in separate email to outline expectations. It is Sarah’s heart that mentoring be full and rich. Meetings are planned in Oklahoma so that we can come together as family and fellowship, build relationships, and worship together. She is also mindful of making sure that the kids are included in the schedule with learning and fun activities. 

TIER 1 - Gold:

• 8 months per year of 1 hour in person and 1 hour night watch sessions and 1 group meeting
• 1 month per year night watch only no group meetings
• 2 months per year Night watch only and 3 small group meetings
• 1 month per year Family Break - no sessions or meetings
• Access to Tier 1/Gold content and Public Content

Tier 1 - Gold Night Watch: Those on Night watch have all session in night watch and join Tier 1 group meeting schedule. Night Watch students receive access to all content including Tier 1/Gold, Tier 2/Frankincense and Public Content

Tier 2 - Frankincense:

• 8 months per year monthly group meetings
• 2 months per year no group meetings for family break time
• 2 months per year join Tier 1 with small group meetings
• Access to Public Content and Tier 2/ Frankincense content

 Schedule is attached for January 2025 - June 2025. July 2025 - August 2026 to be determined

Schedule is Holy Spirit Lead, prioritizes family time, and subject to change.

Please keep in mind Sarah has been invited to join other sons in various meetings and gatherings and some dates may change accordingly. Flexibility is Key.

All times are Central Time Zone.

January 2025:

• Tier 1/Gold - 1 hour session and 1 hour night watch; Linda will be reaching out to schedule 1:1 sessions; One Tier 1/Gold and One Tier 2/Frankincense group meeting
• January 8 at 1:45 Pm Tier 1 meeting
• January 10-11 Sarah will join with Dr. O Terraforming The Year conference
• January 17-19 Sarah will speak in Oklahoma 3 Day Intensive
• January 20 at 7 PM Tier 2 meeting

February 2025:

• Tier 1/Gold - 1 hour session and 1 hour night watch; Linda will reach out to schedule 1:1 sessions; One Tier 1/Gold and One Tier 2/Frankincense group meeting

March 2025

• Tier 1/Gold - all night watch sessions; 3 small group meetings include Tier 1/Gold and Tier 2/Frankincense. Sarah will assign groups

April 2025

• Tier 1/Gold - 1 hour session and 1 hour night watch; One Tier 1/Gold and One Tier 2/Frankincense Group Meeting

 

May 2025

• Tier 1/Gold - all Night Watch sessions
• No Group Meetings for Tier 1/Gold or Tier 2/Frankincense
• May 2-3- Oklahoma Mysteries of The East; a gathering to prepare for Egypt
• Mid-May to End of May Egypt Trip—Dates and Details to be confirmed soon

 

June 2025:

• Tier 1/Gold - 1 hour session and 1 hour night watch; One Tier 1/Gold and One Tier 2/Frankincense group meeting

 

To Be Determined

• July 18-20 Oklahoma
• August:
• September:
• October:
• November 14-16 Oklahoma
• December:

 

 2025 Mentoring Schedule

 

Sarah has prayed and Father has requested this year that mentoring commitments are for 18 months.  This would be January 2025 - June 2026. The mentoring commitment would prior to going into Rosh Hashanah in September. Sarah feels this is not a coincidence. Mentoring agreements (require signature) will be sent in separate email to outline expectations. It is Sarah’s heart that mentoring be full and rich. Meetings are planned in Oklahoma so that we can come together as family and fellowship, build relationships, and worship together. She is also mindful of making sure that the kids are included in the schedule with learning and fun activities.

 

TIER 1 - Gold:

• 8 months per year of 1 hour in person and 1 hour night watch sessions and 1 group meeting
• 1 month per year night watch only no group meetings
• 2 months per year Night watch only and 3 small group meetings
• 1 month per year Family Break - no sessions or meetings
• Access to Tier 1/Gold content and Public Content

 

Tier 1 - Gold Night Watch: Those on Night watch have all session in night watch and join Tier 1 group meeting schedule. Night Watch students receive access to all content including Tier 1/Gold, Tier 2/Frankincense and Public Content

 

Tier 2 - Frankincense:

• 8 months per year monthly group meetings
• 2 months per year no group meetings for family break time
• 2 months per year join Tier 1 with small group meetings
• Access to Public Content and Tier 2/ Frankincense content

 

Schedule is attached for January 2025 - June 2025. July 2025 - August 2026 to be determined

Schedule is Holy Spirit Lead, prioritizes family time, and subject to change.

Please keep in mind Sarah has been invited to join other sons in various meetings and gatherings and some dates may change accordingly. Flexibility is Key.

 

All times are Central Time Zone.

 

January 2025:

• Tier 1/Gold - 1 hour session and 1 hour night watch; Linda will be reaching out to schedule 1:1 sessions; One Tier 1/Gold and One Tier 2/Frankincense group meeting
• January 8 at 1:45 Pm Tier 1 meeting
• January 10-11 Sarah will join with Dr. O Terraforming The Year conference
• January 17-19 Sarah will speak in Oklahoma 3 Day Intensive
• January 20 at 7 PM Tier 2 meeting

 

February 2025:

• Tier 1/Gold - 1 hour session and 1 hour night watch; Linda will reach out to schedule 1:1 sessions; One Tier 1/Gold and One Tier 2/Frankincense group meeting 

 

March 2025

• Tier 1/Gold - all night watch sessions; 3 small group meetings include Tier 1/Gold and Tier 2/Frankincense. Sarah will assign groups

 

April 2025

• Tier 1/Gold - 1 hour session and 1 hour night watch; One Tier 1/Gold and One Tier 2/Frankincense Group Meeting

 

May 2025

• Tier 1/Gold - all Night Watch sessions
• No Group Meetings for Tier 1/Gold or Tier 2/Frankincense
• May 2-3- Oklahoma Mysteries of The East; a gathering to prepare for Egypt
• Mid-May to End of May Egypt Trip—Dates and Details to be confirmed soon

 

June 2025:

• Tier 1/Gold - 1 hour session and 1 hour night watch; One Tier 1/Gold and One Tier 2/Frankincense group meeting

 

To Be Determined

• July 18-20 Oklahoma
• August:
• September:
• October:
• November 14-16 Oklahoma
• December:

 

NON-DISCLOSURE AGREEMENT

 

THIS AGREEMENT is made and entered into as of ___________ by and between Sarah Abrams, Sonship Creative LLC, Sonship Creative Global LLC, Sonship 1000 LLC, Mirth Candle Company LLC, and/or Mirth LLC and its affiliates. (the "Disclosing Party") located in Gulf Shores Alabama and_____________________ ________________________________________________(the "Recipient" or "Receiving Party")

 

This agreement is entered into pursuant to any, and all, Mentorship Subscriptions (Tier 1, Tier 2, Night Watch, Individual/Group Ministry Participants and Group Teachings/Conferences, Network Memberships, whether paying, non-paying and/or on scholarship, Employees, Team Members and Volunteers. Recipient shall be acting as Subscriber, Mentee, Student, Employee, Team Member, Volunteer and/or Registrant.

 

Throughout the duration of this Agreement, the Disclosing Party may deem it necessary to disclose or share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained within this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties hereto agree as follows:

 

1.  Confidential Information

For all intents and purposes of this Agreement, "Confidential Information" shall mean and include any data or information that is deemed proprietary to the Disclosing Party and that which is not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

1. Any form of marketing plan, strategies, financial information or projections, operations, sales quotes or estimates, business plans, performance results which may be related to the past, present and/or future business and/or ministry, intellectual property, teaching, training, counseling, mentorship activities of said party, its subsidiaries and affiliated companies.
2. Plans for products or services, recipes for candles including fragrance development and creation and customer or supplier lists, logos, photographs, files, contacts lists including email, phone number, conference lists, client lists, pass codes, financial investments, financial investment sources and contacts, company and or/ministry planning meetings notes or content verbal or written, sales figures and/or accounting and financial information and/or data.
3. Any scientific, technical or data information, invention, design, process, procedure, formula, improvement, technology, spiritual technology, practice or method.
4. Any concepts, reports, data, knowledge, works in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets, trademarks and copyrights,social media coverage of conferences ad teachings including photos and videos, videos, documents, media, recorded mentoring/ministry/conference sessions, whiteboards and illustrations, audio recordings of teachings, sessions or ministry; and
5. Any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and, as such, the Disclosing Party regards all its Confidential Information as trade secrets.
6. Notwithstanding anything in the foregoing statement to the contrary, Confidential Information shall not include any such information which:
7. was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party.
8. becomes rightfully known to the Receiving Party from a third-party source not known, after diligent inquiry, by the Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality.
9. Or is otherwise requested or required to be disclosed by law or regulation, although the requirements of Compelled Disclosure shall apply prior to any disclosure being made; and
10. is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the herein contained terms and conditions of this Agreement or reference or access to any Confidential Information.
11. information the disclosing party shares with others in a non-confidential setting no longer has to be kept by confidential by the receiving party under the NDA.

 

2.  Confidential Information Disclosure
3. The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party to:
   1. limit the disclosure of any Confidential Information belonging to the Disclosing Party to the Receiving Party's directors, officers, employees, agents or representatives (collectively herein referred to as "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;
   2. advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth herein this Agreement and require such Representatives to keep the Confidential Information confidential;
   3. shall keep all Confidential Information strictly confidential by way of exercising a reasonable degree of care, but not less than the degree of care that the Receiving Party would exercise in safeguarding their own confidential information; and
   4. not disclose any Confidential Information received to any third parties, unless otherwise provided for herein this Agreement.
4. Therefore, each party shall be responsible for any breach of this Agreement by any of their respective Representatives. This agreement further applies to Confidential Information already disclosed to the Recipient by the Disclosing Party.
5. By signing this agreement, the Recipient certifies that any Confidential Information already disclosed to the Recipient by the Disclosing Party has not been disclosed. This previously disclosed Confidential Information is under the same rules and restrictions outlined in

 

3.  Confidential Information Usage
4. The Receiving Party herein agrees to make use of the Confidential Information solely for the purpose and in connection with the current or contemplated business and/or mentor/mentee relationship between both parties and not for any purpose other than that which has been stipulated and contained herein this Agreement, unless otherwise authorized by prior written consent by an authorized representative of the Disclosing Party or its estate.
5. There shall be no other right or license, whether expressed or implied, in the Confidential Information granted to the Receiving Party hereunder.
6. Ownership and title to the Confidential Information shall remain solely with the Disclosing Party, any and all use of the Confidential Information by the Receiving Party shall be solely for the benefit of the Disclosing Party, and any type or manner of improvements or modifications thereof by the Receiving Party shall remain the sole property of the Disclosing Party.
7. There shall be nothing herein contained that would be intended to modify the parties' existing agreement that the parties' discussions in furtherance of a potential business relationship shall herein be governed by Federal Rule of Evidence 408 – Compromise Offers and Negotiations.

 

4.  Independent Development
5. Receiving Party may currently or in the future be developing information internally, or receiving information internally, or receiving information from other parties that may be like the Disclosing Party's Confidential Information.
6. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed teaching materials, teaching videos, books, products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the Disclosing Party's Confidential Information.

 

 

5.  Non-Circumvention
6. The Recipient shall not at any time prior to 144 months, without the prior written consent of the Disclosing Party, which consent the Disclosing Party may withhold at its sole discretion,
7. attempt in any manner to deal directly or indirectly with any contact persons or other individuals or companies related to the Disclosing Party including by having any part of or deriving any benefit from the Disclosing Party's Company or any aspect thereof, or
8. by-pass, compete, avoid, circumvent, or attempt to circumvent the Disclosing Party relative to the potential business transaction including by utilizing any of the Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.

 

6.  Notice of Breach
7. The Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use or disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate with any efforts by the Disclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and thus prevent its further unauthorized use.

 

7.  No Legally Binding Agreement for Transaction
8. Both parties hereby agree that neither party shall be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein.
9. The parties further acknowledge and agree that each party herein reserves the right, in their sole and absolute discretion, to reject any and/ or all proposals and to terminate discussions and negotiations with respect to any Transaction at any time.
10. This Agreement does not create or constitute a joint venture or partnership between the parties. In the event that a Transaction should go forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement.
11. Should and such provision not be provided or stipulated in said transaction documents, then this Agreement shall be the controlling instrument.

 

8.  Term
9. The herein contained Agreement shall remain in effect 12 years and shall be subject to an extension of an additional 12 months if both parties are still discussing and contemplating a business transaction or relationship at the end of the original term.
10. Notwithstanding the foregoing, the parties' duties to maintain in confidence all Confidential Information that may have been disclosed during the term shall thus remain in effect indefinitely.

 

9.  Entire Agreement
10. This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof.
11. This Agreement can only be modified by written amendment signed by the party against whom such enforcement is sought.

 

10.  Governing Laws
11. The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Alabama or any applicable federal laws or statutes applicable to contracts made and to be wholly performed within such state, without giving effect to any form of conflict of law provisions thereof.
12. The Federal and State courts located in Alabama shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.

 

11.  Waiver of Contractual Right
12. Any such failure by either party to enforce the other party's strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

 

12.  Severability
13. Although the restrictions herein contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable.
14. In the event it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement shall be enforced as if such provision was not included.

 

13.  Transfer or Assign
14. This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent shall not be unreasonably withheld.
15. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.

 

14.  Remedies
15. Both parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is of a unique and valuable nature, and that the unauthorized distribution or broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information.
16. The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement.
17. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity.
18. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney's fees which may be incurred while attempting to obtain any such relief.
19. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney's fees and expenses incurred.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date.

 

Recipient Name: __________________________________

Signature: _______________________________________

Date: ___________________________________________

 

Disclosing Party: Sarah E. Abrams Founder and CEO

Signature: _______________________________________

Date: ___________________________________________