NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered into on Date as stated below, by and between Crystel Clear Business Strategies and You (“Member”).

WHEREAS, Company (including its subsidiaries and affiliates) has developed or owns intellectual property (including, but not limited to, software, databases, data and systems), financial, technical, operational, marketing, administrative and/or business information, process and procedures that it deems confidential and/or proprietary, the unauthorized usage or disclosure of which could be detrimental to its business interests;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, both parties agrees as follows:

1.As used herein, “Information” means intellectual property (including trade secrets, software and source code), Information or data existing and/or communicated in any form, including, but not limited to, oral, written, graphic, electronic, or electromagnetic forms, and “Proprietary Information” means (subject to Section 4(a), (b), (c), (d), and (e) below) that Information for which Company imposes restrictions regarding use and/or disclosure or which is clearly marked as confidential or, if disclosed orally, Member is provided notice at the time disclosed that such disclosure is confidential.

2.Member will treat Proprietary Information disclosed by Company and it’s members of the group as confidential and will safeguard it in the same manner that Member treats its own Proprietary Information of like kind, but will use no less than a reasonable degree of care. Member will only use such Proprietary Information solely in connection with the purposes for which it was disclosed hereunder, and will not disclose, distribute, or disseminate Proprietary Information in any way, to anyone except as provided in this Agreement. Upon discovery by Member of any unauthorized use or disclosure, said party shall notify Company and shall endeavor to prevent further unauthorized use or disclosure.

3.Member further agrees that: (I) only Members with a clear and defined need to know shall be granted access to Company’s Proprietary Information; (ii) Company’s Proprietary Information shall not be disclosed to any third parties without the prior written approval of Company; (iii) permitted disclosures to third parties shall be subject to all of the provisions of this Agreement; (iv) no copies shall be made of Company’s Proprietary Information (whether oral, written, graphic, electronic, or electromagnetic) without the prior written approval of Company; (v) all approved copies shall bear appropriate legends indicating that such information is Company’s Proprietary Information; and (vi) Member shall not make use of any of Company’s Proprietary Information for any purpose except that which is expressly contemplated by this Agreement and any consultancy agreement between the parties.

4.Proprietary Information of Company shall be treated as confidential and safeguarded by Member for a period of five (5) years after disclosure, unless Proprietary Information is:

(a) generally available to the public, through no fault of Member or its employees and without breach of this Agreement; or

(b) already in the possession of Member without restriction and prior to any disclosure hereunder; or

(c) developed independently by employees of Member without breach of this Agreement; or

(d) approved in writing for release or disclosure without restriction by Company.

5.Member specifically acknowledges and agrees that it may be exposed to Proprietary Information, whether Company's or a third party's, that Company did not intend to disclose and/or that Company did not intend to receive, merely as a result of Member’s contact with Company’s premises or employees. If, in the course and scope of its contact with Company, Member inadvertently receives any such Proprietary Information, Member will protect such Proprietary Information from any further disclosure and will not use such Proprietary Information in any way and will return such Information to Company immediately upon its discovery.

6.Member will maintain in force policies that require it to treat and maintain Company’s Proprietary Information in a confidential manner.

7.This Agreement shall remain in effect indefinitely.

8.Member will return to Company, or at Company’s request, destroy any and all Proprietary Information immediately upon Company’s written request, except for one copy may be retained by the Member’s legal department for the sole purpose of responding to any claims hereunder.

9.Except as specifically provided in this Agreement, neither party shall disclose the existence or the nature of the discussions between the parties relating to any Proprietary Information without the prior written authorization of the other party.

10.Each party acknowledges and agrees that a breach of this Agreement by Member will cause Company irreparable harm, and further acknowledges and agrees that Company is entitled to injunctive relief in any court of competent jurisdiction to prevent breach or to halt a further or continuing breach. Each party also acknowledges and agrees that such remedy is cumulative and in addition to any other remedy Company may have at law or in equity.

11.This Agreement and all obligations and rights arising hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and its provisions may be modified, amended or waived only by written agreement of the parties.

Member