WHEREAS, the Receiving Party may obtain Confidential Information during the period and term of the Contract of Service with the Disclosing Party and subsequent thereto;

WHEREAS, in order to protect the confidentiality of the information and to ensure the exclusivity of the arrangements, the Parties are desirous of executing this Agreement on the terms and conditions more specifically set our herein.

NOW, THEREFORE, for and in consideration of the above premises, the parties hereto

agree as follows:

1. Purpose. The Parties acknowledge that in the course of their ongoing business relationship and operational collaboration, each Party may disclose certain Confidential Information necessary for the performance, coordination, and execution of services under such contract. The purpose of this Agreement is to protect the confidentiality of such information exchanged during the course of the Parties’ commercial engagement and related operations (the “Purpose”).

2. Confidential Information. The Parties agree that all information disclosed by either Party to the other Party, whether in oral, visual or in written form, including but not limited to, all specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the Disclosing Party and information learned by the Receiving Party from the Disclosing Party through the inspection of the Disclosing Party’s property, that relates to Disclosing Party’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information, information pertaining to I.T. infrastructure including but not limited to Networks, system details, server details, security and internet details and the terms and conditions of this Agreement will be considered and referred to collectively in this Agreement as “Confidential Information”

3. Exclusions from Confidential Information. Notwithstanding the above, Confidential Information shall not include information that:

a. is now or subsequently becomes generally available in the public domain through no fault or breach on the part of Receiving Party;

b. the Receiving Party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the Disclosing Party;

c. the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement;

d. the Receiving Party can demonstrate in its records to have independently developed, without breach of his Agreement and/or any use of the Confidential Information; or

e. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall make the best effort to provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

4. Obligations of Each Party. Each Party agrees that, except as necessary in connection to evaluate or pursue the Purpose described in this Agreement,

a. It shall not use in any manner, directly or indirectly, any Confidential Information. Each Party agrees that it will not use any Confidential Information for its own benefit or for the benefit of any person or entity other than the Disclosing Party, and will not permit or allow any Confidential Information to be used in competition with the Disclosing Party;

b. Each Party acknowledges and agrees that all Confidential Information is the exclusive property of the Disclosing Party, and neither Party shall assert any independent or individual claim to such Confidential Information for any purpose;

c. During the course of their business relationship and at all times thereafter, each Party shall take all reasonable steps to prevent any unauthorized disclosure or use of any and all Confidential Information;

d. Receiving Party further agrees to notify the Disclosing Party immediately in the event that he/she becomes aware of any unauthorized use or disclosure of Confidential Information. In performing his/her duties and obligations hereunder, the Receiving Party agrees to use at least the same degree of care as it does with respect to its own confidential information of like importance but, in any event, at least reasonable care;

5. Ownership Maintained. Both Parties acknowledge and agree that any Proprietary Information disclosed under this Agreement shall remain the exclusive property of Disclosing Party. Nothing in this Agreement shall be construed as granting any license or ownership rights in the Proprietary Information to Receiving Party.

6. Return of Confidential Information. Nothing herein shall be construed as imposing an obligation on the Disclosing Party to disclose, now or in the future, Confidential Information to the Receiving Party. Disclosing Party may, at any time, with or without cause, demand the return of Confidential Information, or any part thereof, by giving written notice to the Receiving Party, with immediate effect.

Upon such foregoing written notice or upon Receiving Party’s determination that it no longer has a need for such Confidential Information, or upon the termination of this Agreement as set forth hereunder, the earlier of the three, Receiving Party shall forthwith return to the Disclosing Party any information disclosed in any tangible form, and all copies thereof (on whatever physical, electronic or other media such information may be stored) containing the Confidential Information, unless such Confidential Information is stored in electronic form, in which such case it is to be immediately deleted.

7. Non-Solicitation Clause. During the term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, solicit for employment or hire any employee, contractor, or agent of the other Party who was involved in discussions, performance, or implementation of this Agreement, without the prior written consent of the other Party. Furthermore, neither Party shall solicit or induce any client, supplier, or service provider of the other Party to cease or modify its relationship with the other Party.

8. Residuals. Each Party agrees that no use shall be made of Confidential Information except as expressly authorized in this Agreement, including concepts or strategies that may have been retained in unaided memory. This clause prohibits any form of residual use unless prior written consent is obtained.

9. Rights and Remedies. The Receiving Party hereby acknowledges that the unauthorized disclosure or use of Confidential Information could cause significant injury to the Disclosing Party that may be difficult to ascertain. Accordingly,

a. Each Party agrees that the disclosing Party will have the right to seek and obtain immediate injunctive or equitable relief, in addition to any other remedies available at law or in equity, to prevent or remedy any actual or threatened breach of this Agreement, without the necessity of proving actual damages or posting bond.

b. Receiving Party hereby agrees to promptly notity Disclosing Party of any disclosure of the Proprietary Information in violation of this Agreement, whether such disclosure was inadvertent or done with aforethought.

c. Receiving Party also agrees to notify Disclosing Party of any legal matter or process requiring disclosure of any Proprietary Information before producing any such information.

d. Receiving Party agrees to cooperate with Disclosing Party and provide assistance in the collection and retention of Proprietary Information after any unauthorized disclosure and to prevent further unauthorized use or dissemination of the Proprietary Information.

e. Receiving Party shall return any intangible documents or products, including originals, copies, summaries, or notes of the Proprietary Information or certify the destruction of the same at Disclosing Party's sole and exclusive discretion.

10. Public Announcement. Neither Party shall make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the proper written consent of the other Party.

11. Waiver. Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term.

No waiver shall be deemed to have been made unless expressed in writing and signed by Disclosing Party and Receiving Party. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.

12. Duration. This agreement shall be effective as of the date of execution of this Agreement and remain in full force in line with the term of the Contract of Service or until such time as the present Agreement is expressly superseded by a subsequent agreement between the Parties, or upon termination of the Agreement by either party hereto, at any time, with or without cause, subject to a seven (7) day prior written notice, whichever is earlier (“Term”).

Notwithstanding termination, the obligations of confidentiality and non-use set forth herein shall survive for a period of three (3) years from the date of last disclosure of Confidential Information, or in perpetuity with respect to any information that qualifies as a trade secret under applicable law.

13. Miscellaneous Provisions

a. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information.

b. This Agreement may not be amended except by a written agreement signed by authorized representatives of both Parties. This agreement shall be construed in accordance with the laws of California and the United States.

c. The obligations set forth in this Agreement shall bind the Parties during the term of any engagement or contractual relationship between the Parties, and such obligations shall survive termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the date above