MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION

& CONFIDENTIALITY AGREEMENT

This Agreement is made and entered into on this __________________ by and between
______________________________________________ and
____________________________________ as well as each Parties’ respective Members,
Shareholders, Managers, Officers, Agents, Directors, employees, associates or affiliates, be
they individuals or corporate entities, collectively referred to as the “Parties.”

I. ACKNOWLEDGEMENTS:

1) This Agreement is specifically designed to facilitate the introduction of potential

clients and/or resources by the Parties to each other by protecting the Parties’ financial
interest in those clients and/or resources.

2) It is hereby acknowledged by the Parties that by the inherent nature of their respective
businesses, all respective company information, hereinafter referred to respectively as
“Company Information,” and company contacts, hereinafter referred to respectively as
“Company Contacts,” are HIGHLY CONFIDENTIAL and PROPRIETARY. For the purpose
of this Agreement, Company Information is inclusive of, but not necessarily limited to, each
Parties’ respective printed material, verbal communications, written communications,
electronic communications, photographs, photocopies, plans, sketches, diagrams, drawings
and the like; Company Contacts are inclusive of, but not necessarily limited to, each
respective Parties’ clients, customers, business associates, lending partners, business
affiliates, sub-contractors, franchisees, direct or indirect contacts and the like; and Company
Information and Company Contacts shall be deemed to mean Company Information and
Company Contacts of either respective Party hereto.

3) Because of the confidential and proprietary nature of ALL business of each of the
respective Parties it is hereby acknowledged by the Parties hereto that severe and irreparable
harm will occur if ANY direct or indirect respective Company Information and/or Company
Contacts information is disclosed to any third party by one of the Parties hereto without the
express written authorization of the other Party hereto.

4) Because such harm will occur under the circumstances described above, it is hereby
acknowledged by the Parties hereto that the harmed Party, in addition to any other remedies
provided herein or at law, may pursue full legal recourse / action against any violator who is
signatory to this Agreement and the terms herein.

5) The disclosure of any Company Information and / or Company Contacts by one of the
Parties hereto to the other is not to be construed to be a solicitation or offer by either Party to
the other, nor does it create an obligation from either Party to enter into any business, project
or undertaking with the other. None the less, all such information and knowledge shall be
governed by this Agreement whether or not the Parties hereto eventually enter into any kind

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of business relationship with each other. To that extent, this Agreement, once executed, shall
remain in full force and effect, and shall survive the termination of any other prior or
subsequent agreements between the Parties for a period of Two (2) Years from the date of
execution.

II. NON-CIRCUMVENT PROVISIONS:

The Parties hereto intend to introduce each other to individuals, entities, and/or opportunities
who/which may represent to the Parties potential gain or benefit, directly or indirectly, now
and/or in the future. The Parties hereto intend to be legally bound, and hereby irrevocably
agree, and guarantee each other that they shall not, directly or indirectly, interfere with,
circumvent or attempt to circumvent, avoid, bypass, or obviate each other's interest, or the
interest or relationship between the Parties or avoid directly or indirectly payment of
established or to-be-established fees, commissions, success compensation of any kind, in
connection with any ongoing or future business.

III. NON-DISCLOSURE PROVISIONS:

The Parties irrevocably agree that they shall not disclose or otherwise reveal directly or
indirectly to a third party any confidential information provided by one party to the other or
otherwise acquired, particularly, contract terms, product information or manufacturing
processes, prices, fees, financial agreement, schedules and information concerning the
identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners,
manufacturers, technology owners, or their representatives and specifically individuals
names, addresses, principals, or telephone/fax numbers, email addresses, references, product
or technology information and/or all other information advised by one party(s) to be one
another as being confidential or privileged without prior specific written consent of the
party(s) providing such information.

Notwithstanding the above, either Party may use or disclose Confidential Information:
(a) Which at the time of its disclosure to either Party is in, or subsequently
comes into, the public domain other than as a result of any breach of the
terms of this agreement; or

(b) Which was already known to either Party, or any of its Affiliates, at the
time of its disclosure to either Party; or

(c) Which is at any time after the date of this agreement lawfully acquired by
either Party or any of its Affiliates from any third party who is not bound
by any obligation of confidentiality in respect of such Confidential
Information; or

(d) Which either Party is required to disclose by any applicable law, decree,
regulation, rule, court of competent jurisdiction, competent regulatory
authority; or

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 (e) To such of either Party's Affiliates and/or its directors and employees who
need to have access to the Confidential Information provided that either
Party shall ensure that each of its directors and employees has been
informed of the confidential nature of the Confidential Information and has
agreed to observe the terms of this agreement; or

(f) To such of either Party's professional advisers and consultants who need to
have access to the Confidential Information provided that either Party shall
ensure that each of its advisers and consultants has been informed of the
confidential nature of the Confidential Information and has agreed to
observe the terms of this agreement.

For purposes of this Agreement, an "Affiliate" means in relation to either

party any company which is affiliated to it and a company is deemed to be
affiliated to another if the first company is controlled by, under common
control with or controls the other; a company shall be deemed to have control
of another if (directly or indirectly) it owns a majority of the voting shares of,
or is entitled (directly or indirectly) to appoint a majority of the directors of,
the other company;

IV. CONFIDENTIALITY PROVISIONS:

The Parties hereto hereby agree that, for a period of Two (2) Years commencing upon the
execution of this Agreement, they will hold in the strictest of confidence and not disclose or
attempt to disclose to any third party all Company Information and Company Contacts of the
other Party without the express written consent of the other Party.

V. DISPUTE RESOLUTION & REMEDIES:

This Agreement shall be governed by and construed in accordance with the laws of the State
of California, without giving effect to the principles of conflict of laws thereof . Any disputes
arising out of or in connection with this Agreement shall be resolved in any court having
competent jurisdiction in California, USA. In the event of legal action, the prevailing Party
shall be entitled, at minimum, the recovery of all attorney fees and court costs incurred. In
addition to any other remedies of equity or at law, any breach of this Agreement shall also at
minimum carry a penalty as determined and adjudicated by this court of law, as reasonable,
considering the severity of the damages. Additionally, the undersigned Parties hereby agree
to hold each other harmless in the event of action brought about by a third party due to a
breach of this Agreement and whereby a third party claims damages against one of the
Parties hereto as a direct or indirect result of any such breach of this Agreement by one Party.

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VI. ACKNOWLEDGEMENT / AGREEMENT:

1) This Agreement is effective as of the date first named above.

2) Both parties hereto recognize that the provisions of this Agreement are
reasonable. If any of the provisions of this Agreement shall be invalid under any law, such
invalidity shall not invalidate the remaining provisions of this Agreement. If the scope of
any restrictions contained in this Agreement is too broad to permit enforceability to their full
extent, such restrictions shall be construed or rewritten ("blue-lined") so as to be enforceable
to the maximum extent permitted by law.

3) By their signatures below, the respective Parties hereby attest under the
penalty of perjury, that they are in fact authorized signatories on behalf of the corporate
entities so named herein. Facsimile, counterpart execution, electronic transmissions of this
Agreement with signatures so affixed shall be deemed the same as originals and be deemed
as acceptable.

4) This Agreement is of no effect and is null and void without all Parties’
signatures affixed hereto.

BY:
Entity: _______________________________

Signature: Date:________
Print Name & Title: _______________
Email: __________________________-
Telephone: ____________
Address: _________________________________________

BY:
Entity: ______________________________

Signature: Date:________
Print Name _____________________-
Email: _____________________________
Telephone: _____________________________________

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Address: ______________
________________________________________

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