CONFIDENTIALITY AND NONDISCLOSURE

AGREEMENT

This Confidentiality and Nondisclosure Agreement (the “Agreement”) is made as of the _____
day of _________, 2010 (the “Effective Date”), by and between XYZ Beverages, Inc, a New York
Corporation (“XYZ”) and ________________________________________________(“the Client”).

WHEREAS, XYZ, will furnish the Client certain confidential information relating to the
existing formulation, development and marketing of a beverage (”Beverage”) for the purposes of further
determining a business interest in said Beverage; and

WHEREAS, Client, agrees to review, examine, inspect or obtain such confidential information
only for the purposes described above, and to otherwise hold such information confidential pursuant to
the terms of this Agreement.

BE IT KNOWN that XYZ has or shall furnish to the Client certain confidential information and
may further allow the Client the right to discuss or interview representatives of XYZ on the following
conditions:

1. The Client agrees to hold confidential or proprietary information or trade secrets (“Confidential
Information”) in trust and confidence and agrees that it shall be used only for the contemplated
purposes, shall not be used for any other purpose, or disclosed to any third party.

2. No Copies will be made or retained of any written information or samples supplied without the
permission of XYZ in writing.

3. At the conclusion of any discussions, or upon demand by XYZ, all confidential information,
including samples, written notes, memoranda or notes taken shall be returned to XYZ.

4. Confidential information shall not be disclosed to any employee, consultant or third party unless
they agree to execute and be bound by the terms of this Agreement, and have been approved by
XYZ in writing.

5. XYZ shall retain sole ownership of any and all ideas, concepts, plans, recipes, formulas, product or
packaging designs, and other information and materials provided by XYZ to the Client for use by the
Client in connection with this Agreement.

6. The Client and XYZ will exercise utmost care and diligence in the application of reasonable
business practices, to prevent any actions or conditions, which could result in a conflict with the
other's best interest.


7. This Agreement and its validity, construction and effect shall be governed by the laws of the State of
New York.
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
the day and date first written above.

XYZ

Sign: _________________________

Name:

Title: President

Date: March 298th 2010

The Client

Sign:_________________________

Name:________________________

Title:_______________________

Date:_________________________

Address: