MUTUAL CONFIDENTIALITY / NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (Agreement) entered into by and between XXX, XXXXXXXXXXXXX, (Disclosing Party) and ______________ (Receiving Party) is entered into on this ___ Day Of April. (Disclosing Party and Receiving Party are collectively referred to herein as, Party, the Parties or Parties);

WHEREAS, the Parties wish to provide for the confidential exchange of information with respect to the evaluation of a potential business relationship between both Parties (Possible Business Relationship);

NOW, THEREFORE, the Parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:

1. Definitions. The following terms are defined as follows: (a) Evaluation Material means any oral or written statement, agreement, contract, information, and/or representation made concerning any Party, its subsidiaries, affiliates, partners, business or businesses, markets, products, services, prospects, finances, trade secrets, customer/client lists, scripts, website(s) or know-how furnished by such Party (Provider) or any of its Representatives, as defined herein below, to another Party (Recipient) or any of its Representatives, as defined herein below, except for information that: (A) is or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by (i) Recipient or any of its Representatives, as defined herein below, who received such information pursuant hereto or (ii) any third party who unlawfully possessed the information or disclosed it in violation of any contractual or legal obligation with respect to the information); (B) is or becomes available to a Recipient or any of its Representatives, as defined herein below,

on a non-confidential basis from a source other than the Provider or any of its Representatives, as defined herein below, provided, however, that such source is not and was not bound by any confidentiality agreement with, or other similar obligation to, the Provider or any of its Representatives, as defined herein below; or (C) has been independently acquired or developed by the Recipient or any of its Representatives, as defined herein below, without intentionally or negligently violating any of its obligations under this or any other Agreement with Provider or any of its Representatives, as defined herein below. (b) A Representative of a Party includes any owner, representative, officer, director, shareholder, employee, staff, affiliate, advisor, attorney, consultant, partner or agent of the respective Parties to this Agreement.

2. Use of Evaluation Material. Any Evaluation Material provided to a Recipient here under or any of its Representatives shall be used by such Party and its Representatives solely for the purpose of evaluating the Possible Business Relationship and shall not be used by such Party in any way detrimental to the other Party. Each Party shall maintain the strict confidentiality of any Evaluation Material provided to it or any of its Representatives and shall not disclose any part of the Evaluation Material to any other person; provided, however, that it may disclose any such Evaluation Material or portions thereof to those of its Representatives who need to know such information in order to assist such Party in evaluating the possibility and advisability of entering into the Possible Business Relationship; the disclosure of any such Evaluation Material must be done in accordance with the provisions of Section 4 of this Agreement.

3. Indemnification. Each Party shall indemnify, defend, and hold harmless the other from and against any and all damages, losses, liabilities, and costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives.

4. Subpoenas, etc. If either Recipient or any of their respective Representatives becomes required by law or applicable legal process to disclose any Evaluation Material furnished by a Provider, such Recipient shall bestow upon such Provider prompt prior written notice of the requirement to disclose Evaluation Material and the terms of, and circumstances surrounding, such requirement so that the Provider in question may have the opportunity to (a) seek an appropriate protective order or any and all other legal and equitable remedies provided under the circumstances; or (b) waive compliance with the terms of this Agreement. Recipient shall, to the fullest extent possible, cooperate with Provider, upon Providers reasonable request, in obtaining a protective order or other necessary remedy. If such protective order or other remedy is not obtained, or if Provider is required to waive compliance with the provisions hereof, Recipient shall furnish only that portion of such Evaluation Material that is legally required. Recipient shall make all reasonable efforts to obtain an order or other reasonable assurances that confidential treatment or protection, if available, will be accorded to such Evaluation Material.

5. Termination. If any Party decides that it does not wish to proceed with the Possible Business Relationship, it shall promptly advise the other Party of that decision. In such event, each Party shall promptly return to the other all copies of any Evaluation Material in its possession or in the possession of any of its Representatives and each Party shall destroy all copies of any analysis, compilations, drafts, memos, documents, graphs, printouts, faxes, emails, studies, or other documents prepared by such Party or any of its Representatives for their use that contains or reflects any Evaluation Material. The destruction of any Evaluation Material carried out pursuant to this Section shall be duly noted and certified in writing to the applicable Provider by an authorized officer supervising such destruction.

6. Non-disclosures. Without the prior written consent of the other Party, each Party and its Representatives shall refrain from disclosing to any third party whatsoever that any investigation(s), discussion(s), or negotiation(s) will, has been or is taking place concerning a Possible Business Relationship between both Parties to this Agreement or that either Party has requested or received Evaluation Material from the other. Both

Parties and their respective Representatives further agree that any of the terms, conditions, or other facts with respect to any Possible Business Relationship between both Parties to this Agreement, including the status thereof, are to remain confidential and are not be disclosed. Moreover, each Party and its Representatives shall refrain from disclosing specific business related knowledge and any derivative thereof, to any and all third parties whatsoever.

7. No Commitment. No contract or agreement providing for any transaction or other arrangement among the Parties exists. Neither Party nor any of their respective stockholders or owners shall have any legal obligation of any kind whatsoever with respect to any transaction or other arrangement by virtue of this Agreement or any other written or oral expression with respect to any transaction or other arrangement except, in the case of this Agreement, for the matters specifically agreed to herein. Each Party shall be free to conduct or terminate the process whereby it may enter into any transaction or other arrangement as such Party in its sole discretion shall determine. No Party shall have any claims whatsoever against the other Party or any of its respective Representatives arising out or relating to any transaction or other arrangement. Neither this Section nor any other provision of this Agreement can be waived or amended except by the written consent of both Parties.

8. Equitable Remedies. The Parties to this Agreement acknowledge that money damages alone are an inadequate remedy for breach of this Agreement due to the difficulty of ascertaining the amount of damages that would be suffered in the event that this Agreement is breached. Therefore, each Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement by the other Party or any of its Representatives, in addition to all other remedies available to such Party at law or in equity.

9. No Waivers. No failure or delay by either Party in exercising any right, power, or privilege here under shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege here under preclude any further exercise thereof

or the exercise of any other right, power, or privilege here under. No waiver of any term or condition of this AGREEMENT will be valid or binding on a party unless agreed upon by such party in writing.

10. Integration. This Agreement embodies the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, agreements, and understandings among the Parties with respect to the subject matter hereof.

11. Miscellaneous. This Agreement is for the benefit of the Parties to this Agreement and shall be governed by and construed in accordance with the laws of the State of Connecticut. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

IN WITNESS WHEREOF, the Parties hereto mutually agree that the date of execution and effectiveness of this Agreement is ( _______ ) as referenced herein above. ACCEPTED AND AGREED:

Signature: _______________ Name: Mr. XXXX Title: XXXX Company: XXXX Location: XXXX

Signature: _____________________ Name: Title: _____________________