This letter of understanding is in connection with your consideration of a possible transaction with a company which we will refer by the code name of Project ____________________ (the Company) about which you have requested financial and other information concerning the business and affairs of the company (The Evaluation material). In consideration of furnishing you with the Evaluation Material, the company request your agreement to the following.

You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that may result to the Company if any Evaluation Material is disclosed to any third party, except in accordance with the terms of this Agreement.

The term Evaluation Material does not include any information which (a) has been made public other than by acts of you or your representative in violation of this Agreement or (b) becomes available to you on a non confidential bases from a source, who insofar as is known to us is not prohibited by contractual, legal of fiduciary obligation to the company, from transmitting the information.

You agree that the Evaluation material will be use solely for the purpose of evaluating the transition described above. Unless and until you have completed the purchase of the Company pursuant to a definitive purchase agreement ( the Purchase Agreement ) the Evaluation Material will be keep confidential by you and your advisors, except that you may disclose the Evaluation Material or portions thereof to those of your directors offer, employees and agents ( collectively Representative ) who need to know such information for purpose of evaluating your possible acquisition of the company, which Representatives shall be informed of the confidential nature of the Evaluation Material.

Upon the Company’s request you will promptly return to the Company all copies of all Evaluation Material furnished to you or your Representatives and will destroy all analysis, compilation, studies and other material prepared by you and or your Representatives based in whole or in part on such Evaluation Material.

You understand that neither the Company nor any of its Representatives make any representation or warranty, either express or implied as to the accuracy or completeness the Evaluation Material and you agree that neither the Company nor any of its Representatives shall have any liability to you or any other person resulting from any use or reliance on Evaluation Material.

You agree that for a period of two years from the date herein, neither you nor any of your affiliations nor an agent acting on your behalf will, without the prior written consent of the Company, offer employment to or hire any of the employees of the Company with whom you have had contact during the period of the investigation of the Company.

This agreement will expire two (2 ) years from the date herein.

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Business Broker                                                                    Parties Representing Interest

This _______ Day of ____________ 19________