Confidentiality, Non-Disclosure and Non-Use Agreement

This agreement is made between ____________________ (the "Company") and _______________________________________ (the "undersigned").

WHEREAS The Company and the Undersigned wish to explore a business possibility and the Company and the Undersigned each wish to protect any Confidential Information which may be disclosed by each to the other. The Confidential Information concerns the concept, implementation, marketing and design of ____________________________ and any other related ventures.

2. Definition. "Confidential Information" as used herein, whether or not reduced to writing and in any and all stages of development, shall include but shall not be limited to: all information which relates to; policies and practices; files or data; concepts; software or hardware development; specifications; documentation; lists of names; forecasts; trade secrets; techniques; product plans: marketing plans; customer information; or financial or non financial information or related information which were directly or indirectly disclosed or revealed to a party by (I) the other party or any of its directors, officers, employees, agents, attorneys or representatives; or (ii) by any other means connected with a party. Confidential information shall include written information that is designated as such in writing or oral information that is confirmed promptly in writing as having been disclosed as confidential or proprietary.

"Confidential Material": as used herein shall be any and all tangible materials and objects which embody Confidential Information or from which Confidential Information can be read, reproduced or utilized.

Confidential Information does not include information, technical data or know-how which (I) is in the possession of the Receiving Party at the time of disclosure and is free from any disclosure obligations as shown by the receiving party's files and records immediately prior to the time of disclosure, (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, (iii) is approved by the disclosing party, in writing for release, (iv) is developed independently by the receiving party, or (v) is received from a third party not having an obligation of confidentiality.

3. Non-Disclosure of Confidential Information. Each of the parties that receives Confidential Information (the Receiving Party) from the other party (the Disclosing Party) agrees not to use such Confidential Information disclosed to it for its own use or for any purpose except to carry our discussions concerning, and the undertaking of, any business relationship between the Undersigned and the Company.

The Receiving Party will not disclose any Confidential Information of the Disclosing Party to third parties or to employees of the Receiving Party except those employees who are required to have information in order to carry out the discussion of the contemplated business. All employees of the Receiving Party to whom Confidential Information of the Disclosing Party have or will have prior to disclosure, sign a Non-Disclosure and Non-Use Agreement in content substantially similar to this Agreement, and the Receiving Party will promptly notify the Disclosing Party in writing of the names of each such employee upon the written request of the Disclosing Party at any time. Each of the Parties agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that each of the parties uses to protect its own Confidential Information of a similar nature. The Receiving Party agrees to notify the Disclosing Party in writing of any misuse or misappropriation of Confidential Information of the Disclosing Party which may come to the Receiving Party's attention.

4. Return of Materials. Within ten (10) days of a written request from the Disclosing Party any materials or documents which have been furnished to the Receiving Party will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded.

5. No Implied Grant of Rights. Nothing in this Agreement is intended to grant any rights to either party under patent or copyright, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party's Confidential Information, except the limited rights to review such Confidential Information solely for the purpose of determining whether to enter into a further business relationship with the Disclosing Party.

6. Term. The foregoing commitments of the parties shall survive any termination of discussions between the parties and shall continue for a period of two(2) years following the date of this Agreement.

7. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information of either party may not be assigned without the prior written consent of such party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

Each party understands and agrees that Confidential Information is secret and proprietary and of great value to the other. The parties further understand and agree that the relationship between them is of a confidential nature and imposes an affirmative obligation upon the each party to protect, foster and respect the confidentiality of Confidential Information.

The parties further understand and agree that they are under no obligation to disclose or reveal anything to the each other. Each party may in its sole discretion, elect not to disclose or reveal.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, and shall be binding upon the parties hereto in the United States and worldwide. The federal and state courts within the United States District of the Southern District of Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement.

9. Remedies. The parties agree that the obligations of the Receiving Party provided herein are necessary and reasonable in order to protect the Disclosing Party and its business, and expressly agree that monetary damages would be inadequate to compensate the Disclosing Party for any breach by the Receding Party of it covenants and agreements set forth herein. Accordingly, the parties agree and acknowledge that any such violation or threatened violation will cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available in law, equity or otherwise, the Disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any such breach by the Receiving Party, without the necessity of proving actual damages.