This agreement is made effective this day of , between Meritage Partners, Inc. (“MERITAGE”) of 242 South Orange Avenue, Brea, CA 92821
and Required. of Required.. (“CLIENT”).

MERITAGE is a licensed business intermediary consulting firm specializing in the listing and sale of small and medium sized private businesses, and is fully aware of the importance of the confidentiality of information relating to CLIENT’s business operations. CLIENT possesses certain proprietary and confidential information relating to CLIENT’S business operations; MERITAGE requests certain proprietary and confidential information relating to the financial status and business operations of CLIENT for evaluation purposes and for assistance in seeking possible buyers for the CLIENT’s business; and CLIENT desires to share its proprietary and confidential information (“Information”) with MERITAGE for the above stated purposes of evaluating the business and seeking potential buyers;

In consideration of the mutual promises, covenants, and agreements contained in this agreement, MERITAGE and CLIENT agree as follows:

1. “Information” includes all confidential information and trade secrets relating to CLIENT and its business operations, technical and non-technical information, data and other material financial information and secret techniques used in its business operations in written or oral form disclosed by CLIENT to MERITAGE under this agreement.

2. CLIENT warrants that the Information is true and correct, that it has the right to disclose the Information, free of charge to MERITAGE and that MERITAGE may rely on the information and utilize it for the purposes stated above.

3. The term of this Agreement shall be for one (1) year from the above effective date.

4. For the term of this Agreement and for a period of one (1) years after the termination of this Agreement MERITAGE will not use the Information for any purpose other than the purposes described in the Agreement above.

5. CLIENT agrees that during the term of this Agreement, MERITAGE may disclose the Information to potential buyers provided that the information is general, and it may disclose specific information to a possible buyer once the potential buyer signs a confidential information agreement with MERITAGE.

6. The following information shall not be subject to the terms of this Agreement:

(a) Information which was known by the possible buyer prior to receipt of information under this Agreement;

(b) Information which at the time of disclosure to the possible buyer was generally available to the public, or which after disclosure becomes generally available to the public through no action or omission attributable to the possible buyer;

(c) Information made available to possible buyers from third parties who are not under non-disclosure obligations; and

(d) Information that is independently developed by the possible buyer or its employees.

7. MERITAGE agrees that before delivering any specific Information to possible buyers, it will use its best efforts to have all possible buyers execute a non disclosure agreement and if a possible buyer refuses to execute a nondisclosure Agreement MERITAGE will not then disclosure any Information to that possible buyer unless the CLIENT agrees to this disclosure in a writing delivered to MERITAGE.

8. At any time, upon CLIENT’s written request, MERITAGE shall promptly return to the CLIENT all Information furnished to it under this Agreement including all copies. Notwithstanding the above, MERITAGE may retain one copy of the Information for its records.

9. Nothing contained in this Agreement shall be construed as granting a license to either party. This Agreement sets forth the entire understanding between the parties with respect to the subject matter herein and cannot be changed or amended except by written agreement executed by authorized representatives of the parties.

The parties have executed this Agreement effective on the date described above.