AGREEMENT

1. For and in consideration of the mutual promises contained herein, and other valuable consideration receipt of all of which is hereby acknowledged, the undersigned parties, designated as the Disclosing Party and the Receiving Party, agree that during the course of business negotiations and/or the term of any business relationship between the parties, each will disclose to the other certain information of a proprietary or confidential nature (Proprietary or Confidential Information), including but not limited to business opportunities, financial information, potential buyer and seller information, business concepts or methods, business strategies, business relationships, fee arrangements and/or sources of capital, investment and/or financing/lending. Each party agrees not to disclose any Proprietary or Confidential Information provided by the other party, which is marked or identified as Proprietary or Confidential Information, or which is generally recognized in the industry as information of a proprietary or confidential nature. 2. Each party agrees that any and all Proprietary or Confidential Information disclosed is valuable and that a breach of this Agreement by one party will cause irreparable harm to the other party, and will respect and protect the confidentiality of said information and use it for the sole purpose of achieving each partys mutually agreed upon goals with respect to any business transaction. 3. Each party agrees that any and all such Proprietary or Confidential Information one party gives to the other will not be disclosed, communicated, forwarded, or passed to any other person or entity, including clients and entities and individuals associated with clients, except to further mutual goals, and then only if the other person or company is under the same contractual obligations as the parties hereto. The Receiving Party shall be responsible for any breach of this agreement resulting from disclosure by them to a third party. 4. Each party agrees that any information that is, or later becomes, public information or common knowledge, other than by breach of the provisions of this Agreement, or was known to either party on a nonconfidential basis prior to its disclosure, is not covered by this Agreement only if the party asserting that this Agreement does not apply gives written notice of the alleged nature of the information to the other party within five days after they are or should have been aware of the nature or change in nature of the information, and in any case before they further disseminate said information. 5. Both parties agree that unless and until a binding contract regarding a specific business transaction is entered into by the parties, the Disclosing Party is free to enter into Agreements similar to this Agreement with Third Parties and to offer the same or similar business opportunities to those parties if the other parties are under the same contractual obligations as the parties hereto.

6. The Receiving Party agrees not to abrogate the rights and interests, circumvent, or bypass the Disclosing Party directly or indirectly with respect to any present or proposed business transaction, or to in any way interfere with, diminish the value of, or negate any opportunity of the other party, related to the Proprietary or Confidential Information. The Receiving Party will do all things necessary to protect existing and potential positions, income, interests, royalties, or fees which may be received by the Disclosing Party as a result of present or proposed business transactions between the parties related to the Proprietary or Confidential Information. 7. Should this Agreement be breached in any manner, either directly or indirectly, the parties hereby agree to submit any dispute or controversy, at law or in equity, to arbitration under the Rules of the American Arbitration Association. The arbitrator may not award attorneys fees, but in the event that legal action becomes necessary to conform and/or collect the award of the arbitrator, the prevailing party in arbitration shall be entitled to reasonable attorneys fees for postarbitration action. Judgment upon the award by the arbitrator may be entered into any court having jurisdiction thereof. 8. The confidentiality and noncircumvent provisions of this Agreement shall remain in full force and effect for a period of two years from that date of the signatures below. 9. This Agreement shall bind the parties, their heirs, successors and or assigns, associates, affiliates, employees, directors, agents, partners, brokers, investors, and all individuals and entities which receive Proprietary or Confidential Information from a party. 10. This Agreement may be executed in any number of counterparts (including via facsimile or email), each of which is an original, but all of which together shall constitute one and the same instrument. Electronic and facsimile signatures on this Agreement shall be considered to be original signatures for all intents and purposes, whether or not original signatures are preserved or available. 11. No amendment to this Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought. No waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition of this Agreement shall operate as a waiver of, or an estoppel with respect to, any subsequent or other failure. 12. This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements, negotiations, correspondence, undertakings and communications between such parties representing such subject matter.

Agreement Dated: / /

Disclosing Party

________________________________________________ By: Title: Accepting Party

________________________________________________ By: Title: