Non Disclosure/Confidentiality Agreement

The undersigned prospective purchaser (“Buyer”) hereby requests confidential information (“Information”), currently and from this time forward, regarding the number-designated Company listed above (“The Company”) represented by Capital Merger Group, Inc. (“CMG”). Buyer hereby acknowledges that CMG first provided such Information to the Buyer. In consideration of CMG having provided such Information, Buyer hereby agrees and acknowledges:

1. Any Information CMG provides regarding The Company was obtained from The Company and its shareholders. CMG and its representatives HAVE NOT, DO NOT and WILL NOT make any REPRESENTATIONS, WARRANTEES or GUARANTIES of any kind, oral or written, expressed or implied as to its accuracy or completeness. Any and all representations and warranties shall be made solely by The Company in a signed acquisition agreement or purchase contract and then be subject to provisions thereof. Buyer is solely responsible, at his/her own cost and expense, for investigating all aspects of The Company. CMG highly recommends Buyer obtaining the services of his/her own accountant, legal, tax or other counsel Buyer deems necessary to evaluate The Company and complete his/her due diligence prior to purchasing The Company. Furthermore, Buyer is looking into purchasing The Company without any advice or encouragement from CMG or its representatives.
2. Any Information Buyer is given about The Company which may include, but are not limited to, financial data, customer lists, suppliers, trade secrets, drawings, its availability for acquisition, shall be treated as “Confidential” and “Secret” whether or not in written form, and no portion of it should be disclosed to any third party except Buyer’s accountants, employees and attorneys engaged in evaluating The Company as a potential acquisition and who shall assume the same obligations as you under this Agreement. If Buyer decides not to purchase The Company, Buyer shall promptly notify CMG and The Company of this fact and shall promptly return all documentation without retaining any copies, summaries, analysis or extracts. Any disclosure without the express written consent of the Company shall constitute a material breach of Buyer’s duty to The Company and CMG and could result in their seeking recourse against the Buyer and Buyer shall be liable for such a fee and any other damages, including reasonable attorney’s fees and court costs. Buyer further agrees to indemnify, defend and hold harmless CMG and its officers, agents, employees and successors from any claims or damages arising from this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and that any action on this Agreement shall be brought in a court of competent jurisdiction located in Los Angeles, California. Buyer agrees that this is a mandatory forum selection clause.
3. The Company about which a Buyer shall be given Information by CMG has entered into an agreement providing that The Company or its shareholders shall pay a fee to CMG if during the term of the agreement or within twenty four months thereafter, The Company is transferred to a Buyer introduced by CMG. Should Buyer, Buyer’s Family Member or anyone with whom Buyer is connected acquire any interest in or become affiliated in any capacity with The Company, Buyer shall not interfere with CMG’s right to a fee from The Company and/or its shareholders. If Buyer breaches the terms of this Agreement or in any way interferes with CMG’s right to a fee, Buyer shall be liable for such a fee and any other damages, including reasonable attorney’s fees and court costs.
4. Buyer shall conduct all inquiries into and discussions with The Company solely through CMG, and shall not directly contact The Company, Company employees or other representatives of The Company without The Company’s prior express written consent obtained through CMG nor use such Information for its own account.
5. The obligations set forth in this Agreement shall continue for the maximum term allowable by a court of equity to maintain and protect all rights under this Agreement.
6. If any portion of this Agreement or application of such provisions shall be held invaluable, the remaining of this Agreement shall not be affected thereby and shall remain in full force and effect.
7. Signatures received by facsimile, electronic mail, or by telecopy shall be deemed original. Buyer Acknowledges receiving a copy of this Agreement.

If the foregoing is in accordance with your understanding, please confirm your acceptance by signing and returning to us a copy of this Agreement.

AGREED AND ACCEPTED BY:

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