MUTUAL NON-DISCLOSURE AGREEMENT

 RETURN

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between the Parties as of the Effective Date of an  "Electronic Request" by Receiving Party for the purposes of  viewing certain Proprietary Information provided by Disclosing Party. Upon the completion of Receiving Party's "Electronic Request", a copy of the actual request and a copy of the reply information sent to the Receiving Party's e-mail address, will remain on file during the term of this agreement. The basic purpose of this agreement is to facilitate discussions about, and the evaluation of, a potential business relationship between the Parties. In the event that the Parties enter into a business relationship, the "Purpose of the Disclosure" may be broadened to include the lawful sharing of Proprietary Information for the purposes set forth in any subsequent agreements, entered into in writing, by and between the Parties.       

I.  DEFINITIONS

 As used in this Agreement: "Affiliate" is any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to parent companies, subsidiaries, that directly or indirectly, control, is/are controlled by, or are under common control with a Party.

"Party(ies)" or ("Party's) are the Parties to this Agreement and includes all Affiliates, employees and agents of that Party, unless otherwise indicated in this Agreement. "Proprietary Information" means non-public, confidential information and related materials (whether written or oral) that a Party to this Agreement (the "Disclosing Party") designates in writing as being its confidential and/or proprietary information to the Party that receives such information (the "Receiving Party") or which, under the circumstances surrounding disclosure ought to be treated as confidential and/or proprietary by the Receiving Party.

 "Proprietary Information" includes, without limitation, information disclosed during the term of this Agreement in tangible or intangible form relating to the Receiving Party's request to view Disclosing Party's technology, proposals, financial statements, and balance sheets; financial data including costs, expenses and margins; marketing information, data, statements and reports; pricing information, employee and vendor information and lists; customer information and customer lists; price lists and pricing policies and plans; methodologies, and plans; research, ideas, inventions, and concepts; engineering or technical expertise; designs, drawings, diagrams, business plan(s), flow charts, schematics, and specifications; methods, techniques, processes and procedures; computer hardware, peripherals, telecom, voice and data networks and network systems and devices, software products, including software in various stages of development and design; business plans, marketing plans, analysis, compilations, summaries, forecasts, predictions, and projections; web-related data including web performance, hits, visits and conversion ratios; intellectual property, trade secrets and know-how.

 Proprietary Information includes the information regarding the circumstances under which the Parties have agreed to exchange information under this Agreement.

  II.   THE PARTIES HEREBY AGREE AS FOLLOWS:

 1.  Property of the Disclosing Party. All right, title and interest in and to the Proprietary Information (including all information created or stored on, deleted from and/or sent through the Disclosing Party's technology systems including but not limited to telecom, email, Internet, Intranet, desktop computers, network systems and related systems) will be and remain vested in the Disclosing Party. Nothing in this Agreement will grant the Receiving Party any patent, copyright, trademark, mask work, trade secret, license or right of any kind with respect to the Proprietary Information, other than to review and evaluate such information for the Purpose of the Disclosure set forth above. Unless otherwise stated, all Proprietary Information is provided on an "AS IS" basis; and all representations and warranties, express or implied, are hereby disclaimed.

 The Disclosing Party represents and warrants that all Proprietary Information disclosed or otherwise provided to the Receiving Party has been lawfully obtained (e.g. not obtained through fraud, identity theft or any illegal or illicit means) and that the Disclosing Party has the legal right to disclose such Proprietary Information. In the event that the Disclosing Party provides the Receiving Party with Proprietary Information that was unlawfully obtained (e.g. procured through fraud, identity theft or any illegal or illicit means), the Disclosing Party shall defend, indemnify and hold the Receiving Party harmless from all claims, liabilities, damages, or judgments involving a third party, including the Receiving Party's costs and attorney's fees, which arise as a result of the Disclosing Party's failure to meet its obligations under this Paragraph.

 2.  The Receiving Party's Obligations.

 (A) The Receiving Party agrees:

(i)  it will not disclose any Proprietary Information to third parties except as to those third party business associates and consultants who have a need to know and have also agreed in writing to maintain the confidential status of the Proprietary Information and restrict its use in accordance with all the terms of this Agreement; and will  not use the Proprietary Information for a purpose other than for the stated Purpose of the Disclosure; and will not copy such information for a purpose other than for the stated Purpose of the Disclosure;

(ii)  in the event that the Receiving Party has access (local or remote) to the Disclosing Party's technology systems, including but not limited to telecom, email, Internet, Intranet, desktop computers, network systems, etc., the Receiving Party will exercise commercially reasonable care in transmitting any Proprietary Information via these systems;

(iii)  to employ commercially reasonable security precautions and efforts (such precautions and efforts to be at least as secure as the precautions and efforts the Receiving Party takes to protect its own Proprietary Information, but in any event, no less than reasonable care) to safeguard the secrecy and confidentiality of the Proprietary Information, and to prevent unauthorized access, reproduction, disclosure, and/or use of any of the Proprietary Information, other than for the Purpose of the Disclosure and then only in compliance with this Agreement and subject to any applicable laws;

(iv)  to disclose the Proprietary Information only to those officers, directors, employees, consultants and advisors of the Receiving Party who need to know such information in order to carry out the Purpose of the Disclosure who are under the control of the Receiving Party and who are apprised that disclosure of such Proprietary Information is made pursuant to and subject to this Agreement; and in the event the employment or engagement of any such person is terminated, the Receiving Party agrees to use its best efforts to recover any Proprietary Information in such person's possession, custody or control;

 (v)  in the event that the Receiving Party is required to disclose any portion of the Disclosing Party's Proprietary Information by applicable law, regulation, court order, legal process, or at the request of any governmental agency having supervisory authority over the Disclosing Party (provided such agency is under a general or specific obligation to maintain the confidentiality of such disclosures as a matter of law, regulation or otherwise), the Receiving Party may do so, provided the Receiving Party will use its best efforts to notify the Disclosing Party in writing (unless prohibited from doing so by the terms of the law, regulation, court order, legal process or request of the supervisory agency) so that the Disclosing Party can seek a suitable protective order, and the Receiving Party will provide commercially reasonable cooperation and assistance to the Disclosing Party;

 (vi)  to defend, indemnify and hold the Disclosing Party harmless from all claims, liabilities, damages, or judgments involving a third party, including the Disclosing Party's costs and attorney's fees, which arise as a result of the Receiving Party's failure to meet its obligations under this Agreement.

(B)  Notwithstanding the provisions of Section II(2)(A) above, the Receiving Party has no obligation to maintain the confidentiality of any Proprietary Information which: (i) the Receiving Party can demonstrate was known by the Receiving Party prior to the disclosure by the Disclosing Party; (ii) properly came into the possession of the Receiving Party from a third party which was not under any obligation to maintain the confidentiality of such information; (iii) has become part of the public domain through no act or fault on the part of the Receiving Party in breach of this Agreement; (iv) the Receiving Party can demonstrate it was independently developed by or for the Receiving Party without the use of Proprietary Information, or (v) the information was communicated to the Receiving Party in documentary form by a third party lawfully in possession of such information and not subject to a contractual or fiduciary obligation of confidentiality respecting such information.

3.  Competition. Neither Party has an obligation under this Agreement to enter into any other agreement with the other Party. Nothing in this Agreement will prohibit or restrict either Party's right to develop, use, or market products or services similar to or competitive with those of the other Party disclosed in the Proprietary Information as long as it will not thereby breach this Agreement. Additionally, each Party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other Party to be disclosed in the Proprietary Information. Receiving Party must so disclose that such similar or competitive products exist(ed) and; shall provide such disclosure within 72 hours of receipt of the Disclosing Party's Proprietary Information failing which, Receiving Party shall be in breach of this agreement.

 4.  Equitable Relief. The Receiving Party agrees that any unauthorized use of the Proprietary Information by the Receiving Party may cause the Disclosing Party irreparable harm for which its remedies at law would be inadequate. Therefore, in addition to any other rights it may have at law, the Disclosing Party will be entitled to seek equitable relief.

 5.  General. This Agreement constitutes the complete and exclusive agreement and understanding between the Parties with respect to the Proprietary Information, and supersedes all prior and contemporaneous negotiations, discussions and understandings of the Parties, whether written or oral with respect to this subject matter. Notwithstanding, in the event of any conflict between the terms and conditions of this Agreement and any other document or agreement between the Parties (now or in the future) pertaining to the purposes contemplated by this Agreement, the terms and conditions of the agreement that is more limiting, restraining and restrictive will prevail with respect to the protection and non-disclosure of Proprietary Information. No statement in writing subsequent to the date of this Agreement purporting to modify or add to the terms and conditions will be binding unless consented to in writing by duly authorized representatives of each Party in a document making specific reference to this Agreement. This Agreement and the Proprietary Information will not be assigned, sold or disposed of by either Party in any manner without the Disclosing Party's prior written consent and any attempted or purported assignment of this Agreement or the Proprietary Information (by way of merger, or sale of operations, or otherwise) without the Disclosing Party's consent will be prohibited and void. The relationship of the Parties created by this Agreement is that of independent parties and not that of         employer/employee, principal/agent, partnership, joint venture or representative of the other. Neither Party will represent to third parties that it is the representative of the other in any manner or capacity whatsoever. All notices or other communications contemplated by this Agreement shall be in writing and shall be deemed duly delivered (i) when delivered personally, (ii) one day after deposit for next day delivery with a nationally recognized overnight courier service with tracking capabilities, or (iii) on the actual date of delivery after mailing by registered or certified mail, postage prepaid, to the address of the other Party set forth in this Agreement or such other address as a Party may by notice specify to the other Party.

  6.  Solicitation of Employees. Each party agrees that for a period of two years from and after the Effective Date of this Agreement (which shall commence upon the effective date of an Electronic Request), it shall not directly solicit for employment any current director, officer and/or employee of the Disclosing Party (or any director, officer and/or employee who becomes employed by the Disclosing Party during the term of this Agreement). Employment advertisements aimed at a broad, general audience shall not constitute prohibited solicitation, provided they are not targeted to or at the other Party. The Receiving Party agrees that during the  term of this agreement, the Receiving Party shall not employ any employee of the Disclosing Party (or any employee who is or was employed by the Disclosing Party as of the Effective Date or employed by the Disclosing Party at any time during the term of this Agreement) with whom the Receiving Party came in contact or communicated with, or about whom the Receiving Party obtained or was provided information, in connection with any disclosures made pursuant to this Agreement. The foregoing shall not alter or supersede the terms of any employment agreement between a Party and its employees.

 7.  Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida without giving effect to choice of law principles. Should any provision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court of competent jurisdiction, such determination will not affect the remaining provisions hereof which will remain in full force and effect. No action arising out of this Agreement, regardless of form, may be brought by either Party more than one (1) year after the cause of action has accrued. The prevailing Party, in part or in whole, in any legal or equitable action to enforce this Agreement will be entitled to recover all court costs and attorney fees incurred before and at trial, as well as at all levels of proceedings.

 8.   Authority. The undersigned acknowledge and agree that they have the authority to enter into this agreement and hereby bind their respective Party and any Party Affiliates who obtain Proprietary Information.

 9.  Term. The term of this Agreement will be 3 years. The Receiving Party's obligations with respect to non-disclosure and non-use of the Proprietary Information will terminate 3 years after the Effective Date.