MUTUAL NON-DISCLOSURE AGREEMENT This Agreement made this 14th day of XXXXXXX, 20xx, between xxxxx.

having an office at ______________________ and _______________. having an office at ____________________________________. WHEREAS, in connection with discussions and the resultant sharing of information relating to work in the field(s) of assessment, leadership coaching, teamwork, top talent development and related services and processes, which is designated confidential ("Confidential Information") between __________________and XXXXXXXXX Inc. (herein described as the Parties) which occurs in their relationship and: WHEREAS, the Parties consider their Confidential Information to be proprietary and confidential; and WHEREAS, both of the Parties, for their mutual benefit, are desirous of interchanging samples of their work and/or information, including Confidential Information, which is related to their representative business. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Information which is to be transmitted in confidence under this Agreement shall be disclosed in written or other tangible form and shall be marked as being "confidential", "proprietary", or by such other appropriate legend so as to clearly indicate the proprietary nature of the information. Information disclosed in a form other than writing shall be confirmed in writing by the disclosing party as being confidential within thirty days of the non-written disclosure. 2. Confidential information which is disclosed pursuant to this Agreement shall not be disclosed to others, or used for other than the purposes noted above, unless authorized in writing by the disclosing party. 3. Both parties represent and warrant that they protect their own confidential information from unauthorized use or disclosure, and further that they have agreements with their employees to so protect their own Confidential Information, and that of others that they become obligated to protect when in a confidential relationship. The receiving party shall use reasonable care to protect such information with the same degree of care that it regularly employs to safeguard its own Confidential Information from unauthorized use or disclosure. 4. The rights and obligations of both parties with respect to all Confidential Information discussed under this Agreement shall terminate three (3) years from the date of disclosure hereunder. This termination shall not affect any rights of either party with respect to patents, trademarks, or copyrights. 5. It is acknowledged by the Parties that any portion of information which: A. is or becomes available to recipient from a third party without restriction and without breach of any Agreement with the transmitting party; B. is or becomes part of the public domain without breach of this Agreement by the receiving party; C. is already known to the receiving party at the time of its disclosure by the disclosing party, and is capable of proof of same by written record; or D. is disclosed by the transmitting party to another without restrictions; is not entitled to the protection afforded Confidential Information provided herein. 6. No license to either party under any intellectual property, including any patents, trademarks, or copyrights is granted or implied by the disclosure of such Confidential Information. 7. Except as provided in paragraph 8 below, all Confidential Information and copies thereof, shall remain the property of the disclosing or transmitting party. All such Confidential Information shall be returned to

the disclosing party; A. within thirty (30) days after the termination of this Agreement; B. upon completion of the purpose(s) for which it was submitted; or C. upon the determination by the receiving party that it no longer desires to possess such Confidential Information, whichever occurs first; or, D. on request of the disclosing party. 8. Upon breach of any obligations of this Agreement by the receiving party and demand by the disclosing party, any Confidential Information, and all copies thereof, shall be returned to the disclosing party within thirty (30) days of such demand. 9. In the event that one party breaches this Agreement, failure of the other party to enforce any right hereunder shall not be deemed a waiver of any right. The rights and remedies of the parties as set forth herein are not exclusive and are in addition to any other rights and remedies provided by law: additionally, the invalidity in whole or in part of any condition of this Agreement shall not affect the validity of any other condition hereof. 10. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of _________ in the United States, and constitutes the entire understanding and supersedes all previous understandings between the parties hereto with respect to the subject matter of this Agreement. 11. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. 12. This Agreement shall terminate __________ (x) years from the date of the last execution of this Agreement by the parties hereto. The obligations herein shall survive the termination under this paragraph. This Agreement is intended to provide only for the handling and protection of Proprietary information. It shall not be construed as a Teaming, Joint Venture, Partnership, or other similar arrangement. Specifically, this Agreement shall not be construed in any manner to be an obligation to enter into a contract or subcontract, nor shall it result in any claim for reimbursement of costs. 13. Neither Party makes any representations or warranty regarding the accuracy, completeness or freedom from defects of the Proprietary information or function disclosed or with respect to infringement of any rights, including intellectual property rights of others. 14. This Agreement may not be assigned or transferred without the express written consent of both Parties. Any attempt to assign or transfer this Agreement without express written consent is void. Accepted this xxx day of __________, 20xx For _____________________ By: _______________________ President and Chief Operating Officer Accepted this 14th day of XXXX, 2011 For XXXXXXXXXXXX, Inc. By:.. Printed Name: ______________ Title: ______________________