NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into this _______________, by and between CORPORATE FLIGHT INTERNATIONAL, Inc. d/b/a Thrive Aviation, a Nevada corporation (“Company”), and ________________ (“Vendor”).

RECITALS

A. Company desires Vendor to perform services for Company in a position which will allow Vendor access to certain Confidential Information (as hereinafter defined);

B. Company is engaged in the business of providing private charter flights to clients (the “Client” or “Clients”).

C. Vendor has received and/or will receive special training and experience from Company, which is an investment by Company in Vendor and a benefit to Vendor.

D. Vendor has had or will have access to Confidential Information belonging to Company and its Clients, the loss or misuse of which may not be adequately compensated by damages in an action at law.

E. As a condition of Vendor's engagement, Vendor agrees to the covenants contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Non-disclosure of Confidential Information. During the term of Vendor's engagement with Company and any time after the voluntary or involuntary termination of Vendor's engagement with Company for any reason, Vendor shall not use for any purpose or disclose to any person or entity any Confidential Information acquired during the course of engagement with Company. Notwithstanding any provision to the contrary, Vendor is permitted to use and disclose Confidential Information in the performance of Vendor’s duties for Company and to disclose Confidential Information to the officers, directors and principals of Company and such other Vendors of Company, but only to such other Vendors who need to know such Confidential Information to perform their duties for Company. Except as otherwise provided herein, Vendor shall not, directly or indirectly, copy, take, or remove from Company's premises, any Confidential Information without Company’s consent. Upon termination of Vendor’s engagement with Company, Vendor shall immediately return to Company all Confidential Information, or copies thereof. The term "Confidential Information" as used in this Agreement includes, but is not limited to, records, lists, legal matters, knowledge of Clients and suppliers, passwords, computer and website access, methods of operation, processes, trade secrets, proprietary data and information, methods of determination of prices, manuals, hardware, software, business strategies, marketing plans and methods, operational data, financial information concerning the Company and Clients, and information and material provided by or on behalf of Clients (including information Company is required to keep confidential by law, contract or otherwise), as the same may exist from time to time. “Confidential Information” shall not include information that: (a) is a matter of public record, (b) is disclosed to Vendor by a third party who is not under any obligation to maintain its confidentiality, (c) Vendor is required by law to disclose; or (d) is disclosed with Company’s consent.

2. Remedies. In addition to all of the remedies otherwise available to Company, including, but not limited to, recovery from Vendor of damages and reasonable attorney’s fees incurred in the enforcement of this Agreement (to the extent permitted by law), Company shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of Paragraph 1 of this Agreement. All of Company's remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies provided herein or otherwise available at law or equity.

3. Binding Effect and Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.

4. Choice of Law and Venue. The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Nevada, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to this Agreement shall be brought exclusively in the District Court of Clark County, State of Nevada, or the United States District Court for the District of Nevada (Las Vegas, Nevada).

5. Entire Agreement. This Agreement contains the entire agreement and understanding by and between Company and Vendor with respect to the covenants contained herein, and no representations, promises, agreements, or understandings, written or oral, not herein contained shall be of any force or effect. No change or modification hereof shall be valid or binding unless the same is in writing and signed by the party against whom such waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or will be deemed a valid waiver of such provision at any other time.

6. Not an Agreement for Engagement. THIS AGREEMENT IS NOT AN AGREEMENT FOR engagement. Vendor ACKNOWLEDGES AND UNDERSTANDS THAT Vendor IS EMPLOYED “AT WILL” AND THAT engagement MAY BE TERMINATED AT ANY TIME BY EITHER COMPANY OR Vendor.

IN WITNESS WHEREOF, Company and Vendor have duly executed this Agreement as of the date set forth above.

COMPANY:
CORPORATE FLIGHT INTERNATIONAL, Inc.
A Nevada Corporation, d/b/a/ Thrive Aviation

By: ____________________________
Name: Curtis Edenfield, CEO