CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is entered into ___________________, 20___ (the “Effective Date”) by

and between MODERN DAY TRADE LLC or a division, subsidiary, or affiliate thereof, or any
successor of the foregoing (“Modern Day Trade”) and
________________________________________________________(“Recipient”). Modern
Day Trade and Recipient are sometimes referred to herein, collectively, as the “Parties” or,
individually, as a “Party.” This Agreement is entered into with respect to the following recitals.
RECITALS

A. In connection with discussions regarding a possible business relationship between

the Parties (the “Business”), the Parties have requested access to certain information from one
another which is nonpublic or proprietary in nature. Should the Parties elect to undertake the
Business, they would need to continue to provide access to one another to such nonpublic or
proprietary information.

B. In consideration for and as a condition to furnishing such information to one

another, the Parties agree to treat any Evaluation Material (hereinafter defined) in accordance
with the provisions set forth below and make certain other agreement more particularly described
below.

NOW, THEREFORE, in consideration of the mutual premises and exchange of

information contained herein, the Parties agree as follows:

1. Evaluation Material. As used herein, the term "Evaluation Material" shall mean
any and all financial, strategic, commercial, personnel, or other information concerning the
business and affairs, properties and rights (contract, tangible or intangible), technical data, trade
secrets or know-how, including, but not limited to, research, product plans or other information
regarding a Party’s product or services and markets therefore, customer lists and customers,
inventions, processes, technology, designs, drawings, engineering, marketing, finances or other
business information of the Parties that has been or may hereafter be provided or shown to any of
the Parties’ employees, officers, directors, representatives or agents or those representatives of
the Parties’ advisors (collectively, the "Representatives"), irrespective of the form of the
communication, by the Parties or by the Parties’ Representatives (including attorneys and
financial advisors), and also includes: (i) all notes, analyses, compilations, studies or other
material prepared by the Parties or their Representatives containing or based, in whole or in part,
on any information provided or shown by the Parties or by the Parties’ Representatives; and (ii)
the mere fact that the Parties engaged in these discussions regarding the Business and exchanged
Evaluation Material related to the Business.

979428.1
CONFIDENTIALITY AND
-1- NON-DISCLOSURE AGREEMENT
 2. Protected Evaluation Material. Each Party agrees that at all times, and
notwithstanding any expiration or other termination of this Agreement, it will hold in strict
confidence and not disclose to any person Evaluation Materials received from the other Party
except as expressly permitted by this Agreement. It is agreed that all Evaluation Material is
confidential, trade secret or proprietary in nature and shall be stored, held and treated with no
less care than the care employed by a Party for its own confidential, trade secret or proprietary
information. This Agreement shall not be applicable to Evaluation Material which is shown
conclusively to have been (i) generally available to the public other than as a result of a
disclosure by the non-disclosing Party or its Representatives, (ii) available on a non-confidential
basis prior to its disclosure by a Party or its Representatives, provided that the source of such
information is not known by the receiving Party to be bound by a confidentiality agreement with
the disclosing Party or its Representatives or otherwise prohibited from transmitting the
information by a contractual, legal or fiduciary obligation, or (iii) available on a non-confidential
basis from a source other than the Parties or their Representatives, provided that such source is
not revealed in such Evaluation Material or is not known by the Parties to be bound by a
confidentiality agreement with the Parties or their Representatives or otherwise prohibited from
transmitting the information by a contractual, legal or fiduciary obligation.

3. No Representations or Warranties. Each Party understands that neither the other

Party, nor their Representatives, make any representation or warranty (express or implied) as to
the accuracy or completeness of the Evaluation Material as any such representations or
warranties shall be contained only in a definitive agreement, if any, which may be entered into
between the Parties to effect the business relationship.

4. Designated Recipients. It is agreed that each Party may designate in writing

specific contact person(s), and conversations, telephone communications, correspondence, fax
transmissions, and computer transmissions shall only be made with the Parties and those persons
so designated and in a manner so as to protect the Evaluation Material from disclosure (even
within the existing employee and advisory groups of the Parties, other than the listed contact
persons). It is further agreed each Party and its Representatives shall not during their review of
the other Parties’ Evaluation Material contact any of the other Parties’ customers or receive a
customer list, unless coded for confidentiality, the identity of any customer, or specific financial
information about any single customer, unless coded for confidentiality, or copies of any specific
customer contracts.

5. Disclosure of Evaluation Materials to Representatives. Each Party agrees that it

will only disclose any of the Evaluation Material to those of its Representatives who require such
material on a "need to know" basis for the purpose of evaluating the Business and, if the Parties
enter into the Business, conducting the Business (provided that the identity such Representatives
and agents are disclosed to the other Party, shall be informed by the disclosing Party of the
confidential nature of the Evaluation Material, and shall be provided with a copy of this
agreement and be bound (and thereby agree to be bound) by the terms and conditions hereof as if
they were a party hereto). Each Party agrees that it is responsible for any breach of this
agreement by its Representatives. Each Party agrees that the Evaluation Material will be kept

979428.1
CONFIDENTIALITY AND
-2- NON-DISCLOSURE AGREEMENT
confidential by that Party and its Representatives, and, except with another Party’s specific prior
written consent, will not be disclosed by such Party or its Representatives to any person or entity.

6. Limited Use of Evaluation Materials. Each Party agrees that such Party and its
Representatives will not use, directly or indirectly, any of the Evaluation Material for any reason
or purpose other than for the sole purpose of evaluating the Business and, if the Parties enter into
the Business, conducting the Business. Each Party agrees that such Party and its Representatives
(i) shall not to use, directly or indirectly, any of the Evaluation Material to compete with, or to
engage in a business that is similar to the Business ; and (ii) shall not to facilitate any third party
competing with, or engaging in a business that is similar to the Business. Each Party agrees that
nothing contained in this Agreement shall be construed as granting any property rights, by
license or otherwise, to any Evaluation Material, or to any invention or any patent, copyright,
trademark, or other intellectual property right that has issued or that may issue, based on such
Evaluation Material. No Party having received Evaluation Material from the other Party shall
make, have made, use or sell for any purpose any product or other item using, incorporating or
derived from such Evaluation Material. Evaluation Material shall not be reproduced in any form
except as required to accomplish the intent of this Agreement. All reproductions of Evaluation
Material shall be subject to this Agreement as the original Evaluation Material. All
reproductions of any Evaluation Material shall remain the property of the disclosing Party and
shall contain any and all confidential or proprietary notices or legends which appear on the
original, unless otherwise authorized in writing by the disclosing Party.

7. Notice of Disclosure. In the event that a Party or any of its Representatives are
requested or become legally compelled (by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar process) to make any
disclosure which is prohibited or otherwise constrained by this Agreement, each Party agrees that
such Party and its Representatives, as the case may be, will: (i) provide the other Parties with
prompt notice of such request(s) so that they may seek an appropriate protective order or other
appropriate remedy and/or waive the legally compelled Party’s or its Representatives’
compliance with the provisions of this agreement, and (ii) cooperate, at the expense of the other
Party, with the other Parties’ efforts to decline, resist or narrow such requests. If, despite
compliance with this paragraph, a Party is legally compelled or ordered to disclose Evaluation
Material, such Party may do so, but such Party shall disclose fully to the other Parties the details
of any such disclosures in advance.

8. Return of Evaluation Material, Termination. At any time upon written request, a

Party shall promptly deliver to the requesting Party, all Evaluation Material furnished to such
Party or its Representatives, together with all copies thereof in the possession of such Party or its
Representatives without retaining copies of any such Evaluation Material; provided that the Party
may deduct from compilations, studies or other materials such Parties’ own non-public or
proprietary information. The covenants, restrictions and agreements contained in this Agreement
shall remain in effect beginning on the Effective Date and continuing until the third anniversary
of the return of all Evaluation Materials (the “Restriction Period”).

979428.1
CONFIDENTIALITY AND
-3- NON-DISCLOSURE AGREEMENT
 9. Non-Solicitation. In consideration for mutual promises contained herein and
certain other good and valuable consideration, the Recipient agrees that during the Restriction
Period they will not attempt to directly or indirectly (i) solicit or hire employees, agents,
ambassadors, promoters, sales representatives, officers or directors of Modern Day Trade or its
subsidiaries or induce any of them to terminate their employment or contract with Modern Day
Trade or any of its subsidiaries, or (ii) sell to any of Modern Day Trade’s vendors, suppliers,
contractors, or (iii) solicit, contract, engage or induce any of Modern Day Trade’s customers,
clients, suppliers, distributors or vendors to terminate their relationship with Modern Day Trade
or any of its subsidiaries. Further, the Recipient agrees that during the Restriction Period, the
Recipient will not, directly or indirectly solicit or engage, or cause or assist a third party to solicit
or engage, in any other business with any of Modern Day Trade’s customers, clients, suppliers,
distributors or vendors, unless the Recipient had a relationship with such client prior to the date
hereof.

10. Enforcement. Each Party acknowledges and agrees that the Evaluation Material
and the other Parties’ interests protected in this Agreement are important, confidential and
greatly affect each Parties’ business, reputation, assets, and financial relationships; and each
Party agrees that the restrictions and limitations placed on such Party and its Representatives
under this Agreement are reasonable and necessary to protect each Party’s respective economic
position and legitimate business interests. Each Party agrees that a violation of this Agreement
will cause irreparable injury to the other Parties, not fully compensable by money damages;
therefore, each Party has agreed that the damaged Parties shall be entitled as a manner of right to
a restraining order, an injunction, decree of specific performance, or other adequate relief from a
court of competent jurisdiction, which right shall be cumulative of any and all other rights or
remedies available at law or in equity.

11. No Waiver. Each Party agrees that no failure or delay by the other Parties in
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder.

12. Invalidity. The invalidity or unenforceability of any provision of this Agreement

shall not affect the validity or enforceability of any other provisions of this Agreement.

13. GOVERNING LAWS; VENUE. THE LAWS OF THE STATE OF

CALIFORNIA SHALL GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION OF THIS AGREEMENT. VENUE FOR
ENFORCEMENT OF THIS AGREEMENT SHALL BE ONLY IN THE STATE
COURTS HAVING JURISDICTION OF THE SUBJECT MATTER LOCATED IN
VENTURA COUNTY, CALIFORNIA, AND THE PARTIES DO HEREBY CONSENT
TO THE JURISDICTION OF SUCH COURTS AND WAIVE ANY OBJECTION
WHICH THEY MAY NOW OR HEREAFTER HAVE TO THIS VENUE FOR ANY
SUCH SUIT FOR ENFORCEMENT.

979428.1
CONFIDENTIALITY AND
-4- NON-DISCLOSURE AGREEMENT
 14. Binding Effect. This Agreement is binding on each Party, its Representatives,
subsidiaries, successors and assigns.

979428.1
CONFIDENTIALITY AND
-5- NON-DISCLOSURE AGREEMENT
ACCEPTED AND AGREED to as of the Effective Date.

MODERN DAY TRADE LLC

By: Andrew Dames

Its: Director

_____________________________________________________

By:
Its:

979428.1
CONFIDENTIALITY AND
-6- NON-DISCLOSURE AGREEMENT