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5 STAR EVENT SERVICES | NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

This Non-Disclosure Agreement (this Agreement) is entered into as of as of

Date / Time

by and between L.B.K. Investments Inc., d/b/a 5 STAR Event Services (“5STAR,” “Company,” “we,” “us,” or “our”), and the employee identified below (“Employee,” “you,” or “your”).

5STAR desires to protect the confidentiality of its business information, preserve its rights in its proprietary materials, and prevent the unauthorized use, access, disclosure, copying, removal, or misuse of its valuable confidential, proprietary, and trade secret information.

Accordingly, the parties agree as follows:

1. All confidential or proprietary information, delivered by or on behalf of 5STAR and/or its Representatives (as defined below) to, or otherwise accessed or obtained by, the Employee and/or its Representatives in the course of employment with 5STAR or in providing any products and/or services to 5STAR, including, without limitation, product designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, pricing information, customer information, discounts, corporate records and minutes, employee information, employee benefits and compensation, processes, inventions and know-how, whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by Employee and/or its Representatives, to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as “Confidential Information.” As used herein, “5STAR” shall be deemed to include all of 5STAR parents, subsidiaries or affiliates that may provide any Confidential Information to Employee.
2. Confidential Information will be used by Employee solely in connection with its employment relationship with 5STAR. Confidential Information will be kept strictly confidential by Employee, except that Confidential Information or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons or other representatives (each, a “Representative”, and collectively, the “Representatives”) of Employee who need to know such Confidential Information and who agree in writing to treat such Confidential Information in accordance with the terms of this Agreement.  The Receiving Party agrees not to copy or reverse engineer, or remove any propriety markings from, any Confidential Information disclosed hereunder.
3. The term “Confidential Information” includes the existence and terms of this Agreement and any attempted transaction between the parties, but does not include information which (i) is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by Employee and/or any of its Representatives, (ii) is or has been independently acquired or developed by Employee and/or any of its Representatives without violating any of the terms of this Agreement, (iii) was within Employee’s and/or any of its Representatives’ possession prior to it being furnished to Employee and/or any of its Representatives by or on behalf of 5STAR pursuant to the terms hereof or (iv) is received from a source other than 5STAR and/or any of its Representatives; provided that, in the case of clauses (iii) and (iv), the source of such information was not known by Employee to be bound by a confidentiality obligation to 5STAR or any other party with respect to such information.
4. In the event that Employee or any of its Representatives receives a demand or request to disclose all or any part of 5STAR Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) Employee agrees to promptly notify 5STAR of the existence, terms and circumstances surrounding such a demand or request and (ii) if Employee or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of 5STAR’s Confidential Information, Employee or its applicable Representative may disclose only that Confidential Information that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information that is being so disclosed.
5. Unless otherwise required by applicable law, legal process or the requirements of any exchange on which the securities of 5STAR are listed, or unless otherwise provided in a separate agreement between the parties when, as and if executed, Employee and its Representatives will not, without the prior written consent of 5STAR, disclose to any person (other than Representatives of the parties hereto who need to know such information and who agree to treat such information in accordance with the terms of this Agreement) or make, or authorize any third party to make, any public announcement or other disclosure to anyone outside the obligations of this Agreement, (i) that discussions or negotiations between the parties are taking place, once took place or are no longer taking place, or (ii) any of the terms or conditions of  the business relationship between the parties.  The information described in clauses (i) and (ii) shall be deemed to be Confidential Information for purposes of this Agreement.  For the purposes of this Agreement public announcements include disclosures to any person or entity other than Employee by any means, including but not limited to, press releases, written or oral statements made to the media, blogs, trade organizations, publications, websites, or any other public audience or unauthorized third parties.
6. Nothing in this Agreement shall divest 5STAR of any of its right, title or interest in or to any of its Confidential Information, and Employee shall not acquire any intellectual property rights or any other rights under this Agreement. Within ten (10) days after receiving a request by 5STAR for the return and/or destruction of Confidential Information, Employee shall immediately cease using the Confidential Information and shall, at 5STAR’s option, return or destroy all Confidential Information furnished to Employee and/or any of its Representatives by or on behalf of 5STAR.  Except to the extent a party is advised by counsel that such destruction is prohibited by law, Employee and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by Employee and/or its Representatives based upon, containing or otherwise reflecting any Confidential Information.  At the request of 5STAR made at the time of its request for the return and/or destruction of Confidential Information, the return and/or destruction of materials in accordance with the foregoing shall be certified to 5STAR in writing by an authorized officer of Employee.
7. Employee acknowledges and agrees that neither 5STAR nor any of its Representatives is making any representation or warranty as to the accuracy or completeness of any Confidential Information or other information furnished hereunder to Employee or any of its Representatives.
8. Employee agrees that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by Employee or any of its Representatives, and that, in addition to all other remedies at law or in equity to which 5STAR may be entitled, 5STAR may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
9. Employee acknowledges that it is aware that the United States securities laws prohibit persons who are in possession of material, non-public information concerning a company, which may include the matters which are the subject of this Agreement, from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities, and Employee agrees to comply fully with such laws.
10. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable term or provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to effectuating the intention of such invalid or unenforceable term or provision.
11. To the extent that any Confidential Information may include materials that are subject to the attorney-client privilege, the attorney work-product doctrine or any other applicable privilege or protective doctrine, including any such privilege or protective doctrine pertaining to pending or threatened legal proceedings or governmental investigations, each party hereto understands and acknowledges that both parties hereto and their respective Representatives have a commonality of interest with respect to the matters that are the subject of this Agreement, and it is the mutual understanding and intention of both parties hereto that the sharing of such Confidential Information is not intended to, and shall not, waive or diminish in any way the confidentiality of such Confidential Information or its continued protection under the attorney-client privilege, the attorney work-product doctrine or other applicable privilege or protective doctrine. All Confidential Information provided by 5STAR hereto that is entitled to protection under the attorney-client privilege, the attorney-work product doctrine, or any other applicable privilege or protective doctrine shall remain entitled to such protection under those privileges or doctrines, this Agreement, and under the joint defense privilege or doctrine.
12. Employee agrees not to remove or export from the United States or re-export any Confidential Information or any direct product thereof, except in compliance with all applicable U.S. and foreign export laws and regulations.
13. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas applicable to agreements made and to be fully performed therein (without regard to its rules with respect to conflicts of law). The venue for any action arising out of or relating to the subject matter of this Agreement shall be the Texas state and United States federal courts located in the County of Harris, City of Houston, State of Texas, and both parties hereby submit to the personal jurisdiction of such courts.
14. EACH PARTY HERETO AND EACH OF ITS REPRESENTATIVES BOUND TO THE TERMS HEREOF HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION IN ANY COURT IN ANY JURISDICTION BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE FOREGOING WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
15. Employee shall not assign in whole or in part its rights or obligations under this Agreement without the express written consent of 5STAR. This Agreement shall be binding upon and shall inure to the benefit of each party’s successors and permitted assigns.
16. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party.
17. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, and all such counterparts taken together shall constitute one and the same agreement.
18. The term of this Agreement shall be five (5) years from the date hereof; provided that Employee's duty to hold the Confidential Information in confidence shall remain in effect until such Confidential Information no longer qualifies as a trade secret.

IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written herein.


Accordingly, the parties agree as follows:
Purpose of Agreement
Employee acknowledges that, during employment or in connection with providing services to 5STAR, Employee may access, receive, observe, possess, create, develop, compile, or become aware of confidential, proprietary, sensitive, or trade secret information belonging to 5STAR.
Employee agrees to protect such information during employment and after employment ends, regardless of the reason for separation.
Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means all confidential, proprietary, sensitive, business, operational, financial, technical, employee, client, vendor, legal, strategic, or trade secret information, whether written, oral, electronic, visual, or otherwise, that is delivered by or on behalf of 5STAR, accessed by Employee, obtained by Employee, created by Employee, or learned by Employee in the course of employment or service to 5STAR.
Confidential Information includes, without limitation:
• Client lists, client contacts, client preferences, client history, and client communications
• Client contracts, proposals, bids, pricing, discounts, margins, and rate sheets
• Staffing models, labor projections, scheduling processes, and workforce availability data
• Event plans, deployment plans, post orders, emergency procedures, and site-specific instructions
• Security procedures, incident reports, investigative materials, and risk management information
• Employee records, personnel files, payroll data, disciplinary records, benefits information, and compensation information
• Recruiting pipelines, applicant information, hiring processes, licensing information, and onboarding materials
• Vendor lists, subcontractor information, vendor pricing, and supplier relationships
• Financial information, profit margins, branch performance, budgets, forecasts, bank information, and accounting records
• Marketing plans, sales strategies, business opportunities, business development plans, and expansion plans
• Corporate records, meeting notes, internal communications, ownership information, and management discussions
• SOPs, policies, procedures, training programs, manuals, templates, checklists, and forms
• Software, data, technology, system configurations, dashboards, reports, databases, and analytics
• Celayix, Paycom, QuickBooks, Microsoft 365, SharePoint, FreePBX/UCP, phone system, and other system-related information
• Processes, inventions, know-how, methods, techniques, improvements, workflows, and operational systems
• Legal information, litigation materials, attorney communications, insurance information, claims information, and privileged materials
• Analyses, compilations, summaries, notes, studies, spreadsheets, reports, or records prepared by Employee or others that contain, reflect, summarize, or are derived from Confidential Information
• The existence, terms, and conditions of this Agreement
• Any information marked, identified, treated, or reasonably understood to be confidential, proprietary, sensitive, or trade secret information
For purposes of this Agreement, “5STAR” includes L.B.K. Investments Inc., d/b/a 5 STAR Event Services, and any parent, subsidiary, affiliate, related entity, successor, or assigned business unit that provides or owns Confidential Information.
Employee’s Use of Confidential Information
Employee shall use Confidential Information solely for legitimate business purposes related to Employee’s employment or assigned duties with 5STAR.
Employee shall not use Confidential Information for:
• Personal benefit
• Outside employment
• Side businesses
• Competitive activity
• Soliciting clients, employees, vendors, or subcontractors
• Assisting another company or person
• Any unauthorized purpose
• Any purpose after employment ends
Non-Disclosure Obligation
Employee shall keep all Confidential Information strictly confidential.
Employee shall not, directly or indirectly, disclose, share, copy, transmit, publish, distribute, upload, download, export, photograph, duplicate, remove, or otherwise communicate Confidential Information to any person or entity except as expressly authorized by 5STAR and only when necessary to perform Employee’s assigned duties.
Employee may disclose Confidential Information only to authorized 5STAR employees, representatives, advisors, attorneys, agents, or service providers who have a legitimate business need to know the information and who are subject to confidentiality obligations.
Employee is responsible for protecting Confidential Information from unauthorized access, disclosure, loss, theft, or misuse.
No Unauthorized Copying, Reverse Engineering, or Removal
Employee shall not:
• Copy Confidential Information except as necessary for authorized Company business
• Remove confidentiality, proprietary, or ownership markings
• Reverse engineer, decompile, disassemble, or attempt to derive source code, processes, formulas, methods, or systems from Confidential Information
• Transfer Confidential Information to personal email, personal cloud storage, personal devices, external drives, messaging apps, or unauthorized systems
• Use screenshots, photos, handwritten notes, exports, downloads, or other methods to retain Confidential Information outside approved Company systems
• Retain Company documents, data, files, or records after separation from employment
Exceptions to Confidential Information
Confidential Information does not include information that Employee can demonstrate through written records:
1. Is or becomes generally available to the public through no breach of this Agreement by Employee or anyone acting on Employee’s behalf;
2. Was lawfully known by Employee before disclosure by 5STAR, without restriction and without breach of any confidentiality obligation;
3. Was independently developed by Employee without use of, access to, or reference to 5STAR Confidential Information;
4. Was lawfully received from a third party who was not known by Employee to be under a confidentiality obligation to 5STAR; or
5. Is approved for release by 5STAR in a written authorization signed by an authorized Company representative.
The burden of proving that an exception applies rests with Employee.
Public Statements and Business Relationship Confidentiality
Unless required by law or authorized in writing by 5STAR, Employee shall not disclose to any unauthorized person or entity:
• That discussions, negotiations, employment-related matters, business arrangements, investigations, client issues, legal matters, or strategic plans are taking place, once took place, or are no longer taking place;
• The terms or conditions of any business relationship, client relationship, employment relationship, compensation arrangement, transaction, legal matter, or internal Company matter;
• Any information concerning Company leadership discussions, management decisions, employee matters, client issues, incidents, investigations, or confidential business plans.
Public disclosures include, without limitation, disclosures made through:
• Press releases
• Media statements
• Interviews
• Blogs
• Trade organizations
• Publications
• Websites
• Social media
• Messaging platforms
• Public forums
• Unauthorized third parties
Required Legal Disclosure
If Employee receives a subpoena, court order, civil investigative demand, governmental request, discovery request, or similar demand requiring disclosure of Confidential Information, Employee agrees to:
1. Promptly notify 5STAR in writing, unless legally prohibited from doing so;
2. Provide 5STAR with reasonable information regarding the request, including the nature, scope, deadline, and requesting party;
3. Cooperate with 5STAR’s reasonable efforts to seek a protective order, confidential treatment, or other appropriate protection;
4. Disclose only the portion of Confidential Information that Employee is legally compelled to disclose; and
5. Use reasonable efforts to ensure that any disclosed Confidential Information receives confidential treatment.
Protected Rights and Legal Exceptions
Nothing in this Agreement prohibits Employee from:
• Reporting possible violations of law to a government agency;
• Participating in a government investigation;
• Filing a charge or complaint with an administrative agency;
• Testifying truthfully under subpoena or court order;
• Communicating with law enforcement, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the Texas Workforce Commission, or another government agency;
• Discussing wages, hours, or working conditions to the extent protected by applicable law;
• Exercising any legally protected rights.
Employee is not required to notify 5STAR before making reports or disclosures protected by law.
Trade Secret Protection
Employee acknowledges that certain Confidential Information may constitute trade secrets under applicable law.
Trade secret information may include, without limitation:
• Staffing databases
• Recruiting sources
• Client lists and client history
• Rate structures
• Margin models
• Bid formulas
• Scheduling methods
• Deployment models
• Security procedures
• Venue-specific operating procedures
• Labor forecasting methods
• Proprietary workflows
• Business development strategies
• Financial data
• Operational dashboards
• Training systems
• SOPs and proprietary processes
Employee shall protect trade secrets for as long as the information remains a trade secret under applicable law.
Ownership of Confidential Information
All Confidential Information is and shall remain the exclusive property of 5STAR.
Nothing in this Agreement grants Employee any ownership interest, license, title, intellectual property right, or other right in or to any Confidential Information, Company property, Company systems, Company materials, Company records, or Company work product.
Employee shall not claim ownership over any Confidential Information or materials developed, compiled, accessed, used, or created in connection with Employee’s work for 5STAR.
Return or Destruction of Confidential Information
Upon request by 5STAR, or upon separation from employment for any reason, Employee shall immediately cease using Confidential Information and, at 5STAR’s option, return or destroy all Confidential Information in Employee’s possession, custody, or control.
This includes, without limitation:
• Physical documents
• Electronic files
• Emails
• Text messages
• Notes
• Copies
• Excerpts
• Summaries
• Reports
• Spreadsheets
• Recordings
• Screenshots
• Photographs
• Downloads
• External drives
• Cloud-stored files
• Personal device files
• Personal email copies
• Printed materials
Within ten (10) days after receiving a request from 5STAR, Employee shall certify in writing that all Confidential Information has been returned or destroyed, except to the extent Employee is advised by counsel that destruction is prohibited by law.
No Representation or Warranty
Employee acknowledges that 5STAR does not make any representation or warranty as to the accuracy or completeness of any Confidential Information furnished or made available to Employee.
Employee shall not rely on Confidential Information for any purpose other than performing authorized Company duties.
Privileged and Protected Materials
To the extent any Confidential Information includes materials subject to the attorney-client privilege, attorney work-product doctrine, joint defense privilege, common interest doctrine, or any other applicable privilege or protection, Employee acknowledges and agrees that such information remains protected.
The disclosure of privileged or protected information to Employee for Company business purposes is not intended to waive, diminish, or impair any privilege or protection belonging to 5STAR.
Employee shall not disclose privileged or protected materials without written authorization from 5STAR or as required by law.
Data Security Obligations
Employee agrees to comply with all Company data security requirements, including but not limited to:
• Using approved Company systems for Company information
• Maintaining strong passwords
• Using multi-factor authentication when required
• Not sharing login credentials
• Securing devices and documents
• Reporting lost devices, suspected breaches, phishing attempts, or unauthorized access
• Avoiding use of personal accounts for Company business unless authorized
• Following Company retention and destruction requirements
• Protecting employee, client, payroll, financial, and operational information
Violation of data security requirements may result in disciplinary action, up to and including termination.
Remedies
Employee acknowledges that unauthorized use, disclosure, copying, retention, or misuse of Confidential Information may cause irreparable harm to 5STAR for which money damages may not be an adequate remedy.
In addition to any other remedies available at law or in equity, 5STAR may seek:
• Temporary restraining orders
• Temporary injunctions
• Permanent injunctions
• Specific performance
• Damages
• Attorneys’ fees
• Costs
• Return or destruction of information
• Any other relief available under applicable law
Employee agrees that 5STAR shall not be required to prove actual damages as a condition of seeking injunctive relief, to the extent permitted by law.
Employment Status
Nothing in this Agreement alters Employee’s at-will employment status.
Unless otherwise provided in a separate written agreement signed by an authorized Company representative, either 5STAR or Employee may terminate the employment relationship at any time, with or without cause, and with or without notice, subject to applicable law.
Survival
Employee’s obligations under this Agreement shall survive the end of employment.
Confidentiality obligations shall remain in effect for five (5) years from the effective date of this Agreement.
However, Employee’s duty to protect trade secrets shall continue for as long as the information qualifies as a trade secret under applicable law.
Sections concerning ownership, return or destruction of Confidential Information, remedies, privileged materials, protected rights, governing law, venue, jury waiver, and survival shall also survive termination of employment.
Severability and Reformation
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, the remaining terms and provisions shall remain in full force and effect.
Any invalid or unenforceable provision shall be modified, limited, or replaced by a valid and enforceable provision that most closely reflects the original intent of the parties and is enforceable under applicable law.
Assignment
Employee may not assign, delegate, or transfer any rights or obligations under this Agreement without the prior written consent of 5STAR.
5STAR may assign this Agreement to any parent, subsidiary, affiliate, successor, purchaser, merged entity, reorganized entity, or assignee.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Governing Law and Venue
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to conflict of law principles.
The venue for any action arising out of or relating to this Agreement shall be the state or federal courts located in Harris County, Texas, unless 5STAR elects another proper venue or venue is otherwise required by applicable law.
Employee consents to the personal jurisdiction of such courts.
Jury Trial Waiver
To the fullest extent permitted by law, each party knowingly, voluntarily, irrevocably, and unconditionally waives any right to a jury trial in any claim, dispute, or cause of action arising out of or relating to this Agreement.
This waiver applies to any amendments, renewals, supplements, modifications, or disputes concerning this Agreement.
Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding confidentiality, non-disclosure, proprietary information, and trade secret protection.
This Agreement supersedes all prior oral or written agreements, understandings, or representations concerning the same subject matter.
No amendment, modification, waiver, or supplement shall be binding unless in writing and signed by Employee and an authorized representative of 5STAR.
Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.
Electronic signatures, scanned signatures, and signatures transmitted by electronic means shall have the same force and effect as original signatures.
Employee Acknowledgment
Employee acknowledges and agrees that:
• Employee has read and understands this Agreement;
• Employee has had the opportunity to ask questions before signing;
• Employee understands the obligations imposed by this Agreement;
• Employee is signing this Agreement voluntarily;
• Employee understands that violation of this Agreement may result in disciplinary action, termination, legal action, and other remedies available to 5STAR.
IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written herein.

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