This Agreement (“Agreement”) is made and entered into by and between this Candidate (“USER,”, “YOU,”, “CAMPAIGN”) and Cincinnatus Consulting, LLC, an Ohio Company (“CINCINNATUS”). This Terms of Use AgreementUsage Agreement (“Agreement”) are is in force for the term of the election cycle as determined by the appropriate electoral authorities unless the “Termination” conditions are applied.

1. Acceptance of Agreement

YOU agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to our Campaign in the a Box pProduct (“Product”). This agreement constitutes the entire and only agreement between CINCINNATUS and YOU, and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings with respect to the Product and the subject matter of this Agreement. This Agreement may be amended from time to time at any time by CINCINNATUS, at any time at CINCINNATUS’ discretion from time to time. YOU will be notified of such amendment as it pertains to the use of the Product.

2. Ownership of Work Product

2.1 Definition of Work Product: Work Product means any good or service provided by CINCINNATUS specifically for the purposes of a sale or delivery to YOU. This includes products, creative work, goods, and services. Any such item shall constitute Work Product whether or not it is eligible for patent, copyright, trademark, trade secret, or other legal protection.

2.2 Ownership of Work Product: CINCINNATUS agrees that all Work Product/s shall become the property of YOU purchasing the Work Product/s, with the following exception:.

2.3 Exception: With the Product comes various Licenses for Use which that are not for the sake of this section, considered Work Product. This includesd but is not limited to the License for use of the Martin Grassroots Operational Method System (“MGOS”). These licenses may not be retained nor shared past the term of this Agreement.

3. License of MGOS

Pursuant to the purchase of the Product, YOU will have limited license to use MGOS and its method. This limited license only carries for the duration of the term of this Agreement. The limited license does not allow for the resale, consulting on, or use of MGOS outside of the CAMPAIGN. The License of MGOS is not transferrable.

4. Confidentiality and Nondisclosure

4.1 Definition of Confidential Information: Confidential Information includes, without limitation, (a) all trade secrets, (b) existing or contemplated products, services, plans, designs, technology, processes, technical data, infrastructure, engineering, techniques, methodologies and concepts and any information related thereto, (c) business plans and practices, strategic plans and direction, forecasts, sales or marketing methods, financial statements, records and information, personnel lists, customer lists or requirements and other business information, and (d) all software and documentation. Confidential Information includes, but is not limited to, information, concepts, systems, data, databases, procedures, practices, inventions, or innovations used to create, develop, produce, enhance, or implement Work Product.

4.2 Nondisclosure of confidential information:

4.2.1 YOU agree that all Confidential Information provided by CINCINNATUS in the course of normal business pursuant to this Agreement is the property of CINCINNATUS or its contractors.

4.2.2 YOU agree to hold all Confidential Information provided by CINCINNATUS in trust and confidence and agrees that it shall not be disclosed to any third party for any reason. This section shall survive termination or expiration of this Agreement for any reason.

4.3 Disclosure of the Terms of this Agreement

4.3.1 CAMPAIGN and CINCINNATUS agree to retain in confidence the terms of this Agreement, provided however that either party may disclose the terms of this Agreement:

· (a) to its legal and financial consultants as required in the ordinary course of business,

· (b) to its employees, or as required to enable CAMPAIGN to perform fully its services, or

· (c) as required by government or judicial order or regulation.

4.4 Notification and Assistance

4.4.1 CAMPAIGN and CINCINNATUS agree to notify the other party upon receiving a request for disclosure of information or upon the discovery of any unauthorized use or disclosure thereof.

5. Termination

5.1 This Agreement may be terminated by CINCINNATUS if CAMPAIGN is seen as negatively affecting the conservative movement in any tangible or intangible way. CINCINNATUS has full discretion in this regard. CINCINNATUS will inform YOU, in writing, about a possible breach. YOU will have five (5) calendar days to provide a rebuttal. If the rebuttal is accepted, the Agreement will carry on to its term. If the rebuttal is rejected, the Agreement will be terminated.

5.2 Upon termination and except as otherwise provided herein, each party shall be fully and forever released and discharged from any and all obligations, covenants or liabilities of whatsoever kind or nature in law or in equity or otherwise arising out of or in connection with this Agreement, except that the obligations of either party under this Agreement that by their nature would continue beyond the termination or expiration of this Agreement including, without limitation, sections 2, 3, and 4 shall survive termination or expiration of this Agreement.

6. Responsibilities of CAMPAIGN

YOU agree to provide the necessary personnel lists, volunteer lists, and all pertinent information as needed for CINCINNATUS to provide the Product in completion of this Agreement.