This agreement is made effective this day of , by a potential Buyer (Buyer) of a business that Meritage Partners, Inc. (Meritage) has as a client for this purpose sometimes known as CLIENT # #?.

In connection with a possible business sale by the client of Meritage, Buyer has requested certain confidential information of the client which is non-public, confidential and proprietary in nature (Information). The Information will be furnished to the Buyer provided that Buyer agrees to the terms of this confidentiality agreement:

1. The Information shall be used by the Buyer for the sole purpose of evaluating the feasibility of a purchase transaction and for no other competitive or non-competitive purposes. Buyer further agrees to disclose the Information only to its agents, representatives, and employees (a) who need to know the Information for the purpose of evaluating a transaction, (b) who are informed by the Buyer of the confidential nature of the Information, and (c) who agree to be bound by the terms and conditions of this Agreement. The Buyer agrees that under no circumstances shall the Information be disclosed or otherwise communicated to any employee, supplier, customer, or competitor of the Client. The Buyer agrees to be responsible for any breach of this agreement by its agents, representatives or employees and for any and all damages, losses and expenses, including attorney’s fees, sustained by the client or Meritage as a result of any breach.

2. The Buyer agrees that neither it nor its employees, representatives and agents will not disclose to any person or entity the fact that the Information has been made available, that discussions and negotiations are taking place concerning a possible transaction and will not disclose any of the terms, conditions or other facts with respect to a possible transaction, including the status of it.

3. The Buyer shall keep a record of the location of the Information, which record shall be provided to Meritage upon request. The Information will be returned or destroyed promptly upon written request by Meritage, and no copies will be retained by the Buyer or its agents, representatives, and employees. Any analyses, compilations, studies or other documents prepared by the Buyer and its agents, representatives, and employees will be maintained in strict confidence subject to the terms of this Agreement or destroyed.

4. Information subject to this agreement shall not include information which becomes generally available to the public other than as a result of a disclosure by the Buyer and its agents, representatives, and employees, or becomes available to the Buyer on a non-confidential basis from a third party source.

5. The Buyer understands and agrees that the Information comes from Meritage’s client and that the client has endeavored to include in the information those materials that are believed to be reliable and relevant for the purposes of evaluation, but that neither Meritage nor its agents, representatives, or employees makes any representations or warranties as to the accuracy or completeness of the Information.

6. The Buyer agrees that in the event it or any of its employees, agents and representatives becomes legally compelled to disclose any of the Information, it will provide Meritage with prompt notice so that the client may seek legal remedies to protect the Information if it so desires. The Buyer further agrees that there is no adequate remedy at law for any breach of this Agreement, and the Buyer agrees that the client may, in addition to other remedies it may have, be entitled to equitable relief such as a restraining order.

7. The term of this agreement shall be for two (2) years from the above effective date. The Buyer further agrees that for the term of this agreement it will not hire any of the client’s employees with whom Buyer came into contact as a result of its evaluation of a transaction with the Client other than through a public, general solicitation, or if the client is acquired by an unrelated third party, in which event this restriction shall be inapplicable.