GHV Fund Limited Partners : Login Companies: Submit Plan

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT   Certain companies have entered into non-disclosure and confidentiality agreements with GreenHills Ventures (including GHV Fund, GHV Wealth Management Holdings, and affiliates) and companies have received investments utilizing the Earned Value Milestone Investment©™ which involves financial metrics and performance therefore, GreenHills Ventures requires inquires regarding those companies to be conducted in compliance with our non-disclosure and confidentiality agreements. In accordance with our non-disclosure and confidentiality agreements, GreenHills Ventures requests all inquires to agree to the terms of the non-disclosure and confidentiality agreement below. Select Agree below to enter the testimonial section. Thank you. Serious Inquiries Only NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Nondisclosure and Confidential Agreement (the "Agreement') is entered into by and between GreenHills Ventures ("GHV Fund, LP", "GHV Wealth Management Holding, LLC", and its subsidiaries collectively), referred herein as the Disclosing Party ("Disclosing Party") and the interested party, referred herein as the ("Receiving Party") for the purpose of reviewing strictly confidential information provided by Disclosing Party, including but not limited to companies which received an investment (entirely or partially based on mutually agreed financial milestones) from Disclosing Party. Each party agrees to prevent the unauthorized disclosure of Confidential Information as defined below. By agreeing to this Agreement, the Receiving Party agrees not to disclose or use information provided by the Disclosing Party including the use of the Earned Value Milestone Investment©™ developed by the Disclosing Party for other purposes other than for evaluating whether such investment structure may be appropriate for the Receiving Party as this information is proprietary and strictly confidential information ("Confidential Information"). 1. Definition of Confidential Information. For purposes of this Agreement, Confidential Information shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged including terms and condition of certain private clients, limited partners, private bank partner(s), acquisition(s), strategic partnership(s), financing(s), and investment(s) made by Disclosing Party which utilized the Earned Value Milestone Investment©™ used by the Disclosing Party for the investments. 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement is Confidential Information which is: (a) publicly known at the time of disclosure by Receiving Party; (b) discovered or received by the Receiving Party before disclosure by Disclosing Party; or (c) disclosed by Disclosing Party with prior written approval. 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strict confidence for the sole and exclusive benefit of the Disclosing Party and information to any material related to Confidential Information. Receiving Party shall carefully restrict access to Confidential Information to its employees, contractors, or third parties and shall require those individuals or third parties to agree to this Confidential Information with the same restrictions as protective as those in this Agreement. Receiving Party shall not, without prior written approval from Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any information received by virtue of gaining access to the Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, email form, or tangible materials in its possession pertaining to Confidential Information to Disclosing Party immediately. 4. Disclosing Confidential Information: In the course of the relationship between the Parties, the Receiving Party may request additional information from Disclosing Party which is Confidential Information including request to be introduced to certain private bank partner(s), acquisition(s), strategic partnership(s), financing(s), and investment(s) made in companies whereby the Disclosing Party has entered into either; a). Confidential Information agreement; b). Disclosing Party acquired an equity ownership in the company; c). Disclosing Party and company has entered into acquisition discussions; d) any other provision which Disclosing Party deems to breach the terms and condition of a similar Confidential Information with the company or related party. In such case, the Disclosing Party shall require discussions or introductions to be conducted in the presence of the Disclosing Party. The Receiving Party shall not directly or indirectly contact any private bank partner(s), acquisition(s), strategic partnership(s), financing(s), and investment(s) made by Disclosing Party in companies without prior written permission by Disclosing Party. 5. Time Periods. This Agreement shall survive on the date the Receiving Party gains access to Confidential Information and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information is released by Disclosing Party to the public or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 6. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party to enter into a partnership, joint venture, binding contract, employee, or consultant for the other party for any purpose. 7. Severability. If a bone fide court in the United States finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted in a manner to effect and bind the intent of both parties. 8. Mutual Nondisparagement. Both parties agree it shall neither, directly or indirectly, engage in any inappropriate conduct or make any statement disparaging or criticizing in any way either party or any of its business activities, strategic partners, affiliates or any of their personnel, nor shall either party directly or indirectly engage in any other conduct or make any other statement that could be reasonably expected to impair the goodwill or the reputation of either party in any manner, in each case, except to the extent required by law, and then only after consultation with counsel representing the other party shall exercise legal effort to enforce the terms of this Agreement. 9. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties. 10. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 11. Injunctive Relief. The Receiving Party acknowledges and agrees to this Agreement and the strict nature of the Confidential Information, the extraordinary and complicated matters involved and that a violation of any of the terms of this Agreement shall cause the Disclosing Party irreparable injury for which adequate remedies are not available by law. Therefore, the Receiving Party agrees the Disclosing Party shall be entitled to an injunction, restraining order or such other equitable relief to restrain the Receiving Party from committing any violation of this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies the Disclosing Party may be entitles to or may have. 12. Governing Law; Consent to Jurisdiction. This Agreement is exclusively made in, governed by and interpreted under and construed in all respects in accordance with the laws of the State of New York, irrespective of the country or place of domicile or residence of either party. In the event of controversy arising out of the interpretation, construction, performance or breach of this Agreement, the parties hereby agree and consent to the jurisdiction and venue of the Supreme Court of the State of New York, New York County, or United States District Court for the Southern District of New York, and further agree and consent that personal service or process in any such action or proceeding outside of the State of New York and New York County shall be tantamount to service in person within New York County, New York and shall confer personal jurisdiction and venue upon either of said Courts. 13. Attorneys Fees. In the case of litigation between the parties, the prevailing party shall recover from the other party payment of reasonable attorneys fees incurred resulting in each and every such action, suit or other proceedings, including all appeals or petitions resulting but not limited to arbitration, litigation, action, counter suit, or other proceedings instituted to remedy, prevent, or obtain relief from a breach of this Agreement. Attorney's fees will be deemed to be the full and actual cost of any legal services actually performed in connection with the matters involved, including those related to any appeal or the enforcement of any judgment calculated based on fee charged by attorneys performing such service. This Agreement and each party's obligation shall be binding on the representative, assignors and successors of such party. By accepting the selection below the Receiving Party has agreed to the terms of this Agreement. * * * Required field. Management Team Advisory Committee

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