WHEREAS, each party wishes to assure the confidential status of the information that it may disclose to the other;

NOW THEREFORE, in reliance upon and in consideration of the following undertakings, the parties agree as follows:

1.Confidential Information. The term "Confidential Information" refers to all documents or information pertaining to the disclosing party's operating, marketing, financial or personal matters, its present or future products, services, sales, revenue, suppliers, customers, clients, employees, or business, whether such information is in oral, written, graphic, or electronic form, and whether such information is patented, copyrighted, or categorized as a trade secret or know how. Confidential Information shall include all information concerning the contemplated negotiations, discussions and/or consulting services. Confidential Information does not include, however, information which (I) is, or becomes, generally available to the public, other than as a result of an unauthorized disclosure by one of the parties to this Agreement, (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party, or (iii) is independently developed by the receiving party.

2. Non-Disclosure of Confidential Information. Each party represents and warrants to the other party that it will maintain the secrecy of all Confidential Information made available to it by the disclosing party and will disclose such information only to its officers, directors, accountants, attorneys, and shareholders and such other persons as the parties may mutually agree. Each party covenants and agrees that it will use the Confidential Information only for purposes of determining whether it is interested in entering into an agreement or business relationship and/or as an addendum to a consulting agreement by and between the parties.

3. Return of Confidential Information. Each party agrees that, whenever the disclosing party so requests, the receiving party shall promptly return all Confidential Information made available to it, together with all originals and copies of financial statements, spreadsheets, manuals, documents, drawings, tapes, discs, or other materials relating to such Confidential Information.

4. Prohibition on Use of Confidential Information. Except as a subsequent written agreement between the parties may specifically permit, each party covenants and agrees to the other that no Confidential Information supplied to it by the disclosing party will be used in any way except as specifically permitted by this Agreement, either by the receiving party or by any person receiving such Confidential Information through or from the receiving party, whether directly or indirectly.

5. Duration. The obligation to maintain the secrecy and confidentiality of Confidential Information made available under this Agreement and the obligation not to use or incorporate Confidential Information made available under this Agreement shall continue in full force and effect for a period of three (3) years from the date of this Agreement.

6. Complete Agreement. This Agreement contains the final, complete, and exclusive agreement of the parties relating to the subject matter of this Agreement, and this Agreement may not be changed, modified, amended, or supplemented except by a written instrument signed by both parties.

7. Applicable Law. This Agreement and the legal relations between the parties shall be governed by and in accordance with the laws of the State of California.

8. Dispute Resolution. All claims the parties may have against one another, of any, including, but not limited to, all claims in any way related to the subject matter, interpretation, application, or alleged breach of this Agreement ("Arbitrable Claims") shall be resolved by binding arbitration by a single neutral arbitrator pursuant to the Rules of the California Arbitration Act. The Arbitration will be conducted by a retired Superior Court or equivalent judge. The party demanding arbitration will have the exclusive right to select the organization that will provide such arbitration services. All rules of pleading (including the right to demurrer and to strike), all rights to discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings and judgment under California Code of Civil Section Procedure 631.8 shall be available to the parties just as they would be in a court of law. The arbitrator will have the sole and exclusive right to determine the allocation between the parties regarding the cost of arbitration and any and all awards of attorney's fees. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all awards of attorney's fees. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. Notwithstanding the foregoing, either party may, at its option, seek injunctive relief pursuant to section 1281.8 of the California Code of Civil Procedure. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRAIL BY JURY AS TO THE MAKING, EXISTECE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE.

9. Equitable Remedies. Each party hereby acknowledges and agrees that, in the event of any breach of this Agreement by the receiving party, including, without limitation, the actual or threatened disclosure party's Confidential Information without prior express written consent of the disclosing party, the disclosing party may suffer an irreparable injury, such that no remedy at law may afford the disclosing party adequate protection against, or appropriate compensation for such injury. Accordingly, each party hereby agrees that the disclosing party shall be entitled to seek specific performance of a receiving party's obligation under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.

10. Attorneys' Fees & Costs. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.