1. Purpose. Disclosing Party and Recipient wish to explore a possible business opportunity, affiliation, partnership and/or investment dealing with a business concept and project called SENDSIDE NETWORKS. In order to do so, persons representing SENDSIDE NETWORKS may disclose certain of its Information (as defined in Section 2 below) to the Recipient. This Agreement is intended to allow the parties to discuss and evaluate the project while protecting SENDSIDE NETWORKS’ Information against unauthorized use, disclosure or misappropriation.

2. Definition. As used herein, “Information” means any and all technical or business information, in any form or medium, furnished or disclosed by one party to the other including, but not limited to, confidential and/or proprietary information, trade secrets, product and service offerings, specifications, prototypes, research, developments, inventions, computer programs, models, designs, drawings, marketing plans, financial data, price lists, and personnel statistics. For purposes herein, any technical or business information furnished or disclosed by one party to the other shall be deemed “Information” and confidential or proprietary of the disclosing party unless otherwise specifically indicated in writing to the contrary.

3. Non-use and Nondisclosure. Recipient agrees to hold SENDSIDE NETWORKS’ Information in confidence and to use such Information solely for the purposes carrying out discussions concerning the Project. Recipient agrees that it shall not disclose any of the Information to anyone except those employees of Recipient to whom disclosure is necessary for purposes of escalating and carrying out discussions regarding the Project, provided such persons agree to be bound by this Agreement. Recipient shall notify all such persons that the disclosure is made in confidence and require each such person to keep the Information in confidence in accordance with this Agreement. Recipient shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Information, and shall exercise at least the same degree of care used to restrict disclosure and use of its own Information of like importance. Recipient shall notify SENDSIDE NETWORKS in writing of discovering any actual or suspected misuse, misappropriation or unauthorized disclosure of SENDSIDE NETWORKS’ Information and in such and event, Recipient shall take all reasonable and necessary steps to retrieve and protect the improperly disclosed Information.

4. Remedies. Recipient agrees and acknowledges that any breach or threatened breach of this Agreement may cause irreparable injury to the Disclosing Party’s project and that, in addition to any other remedies that may be available in law, in equity or otherwise, SENDSIDE NETWORKS shall be entitled to seek declaratory and/or injunctive relief against the threatened breach of this Agreement or continuation of any such breach by such party. Notwithstanding anything to the contrary in this Agreement, the prevailing party in any action to enforce the terms of the Agreement shall be entitled to recover all costs and expenses, including reasonable attorney fees related thereto.

5. Proprietary Notices. No Rights Granted. Recipient shall not copy SENDSIDE NETWORKS’ Information without the prior written consent of SENDSIDE NEWORKS. Each party agrees that in the event permission is granted by the other party to copy such other party’s Information, each such copy shall be subject to the same confidential proprietary conditions and protection that apply to the original. Nothing herein shall be construed as granting any right or license under any copyrights, patents or other intellectual property rights now or hereafter owned or controlled by either party.

6. Term and Termination. This Agreement shall apply to any subsequent meetings or any communications between the parties relating to the Project. Unless otherwise agreed in writing by the parties, this Agreement shall terminate three (3) years after the Effective Date, or may be terminated by either party at any time upon written notice to the other party. Upon termination or expiration of this Agreement for any reason or request of Disclosing Party, all information, together with any copies thereof, shall be returned to Disclosing Party as soon as reasonably possible, but no later than ten (10) days after receipt of the request or termination. Each party’s obligations hereunder with respect to Disclosing Party’s Information shall continue for five (5) years from the date of disclosure of such Information, and shall survive any return of such Information or any termination or expiration to this Agreement. Recipient’s obligations hereunder shall be binding upon its heirs, successors and assigns.

7. No Other Obligations. Except for the obligations of use and confidentiality imposed herein, no obligation or representation of any kind is assumed or implied against Recipient by virtue of the parties’ meeting or conversations concerning the Project or with respect to any Information that is exchanged. Each party further acknowledges that this Agreement and meetings and communications of the parties concerning the Relationship shall not constitute an offer, request, or contract with the other to engage in any research, development, or other work, or to establish a relationship or venture, or partnership relationship between the parties. The parties expressly agree that each party shall be responsible for bearing any costs, expenses or losses expended or incurred by such party in preparation for or as a result of the Agreement or the parties’ meetings and communications contemplated by this Agreement.

8. Promotions. Recipient shall not, without the Disclosing Party’s prior written consent, use the name SENDSIDE NETWORKS, or use any trademark or trade name of SENDSIDE NETWORKS or refer to the project, this Agreement or to the other in any promotional activity or otherwise, and shall not disclose to anyone other any specific information about the project or this Agreement.

9. Modifications; Waiver. This Agreement may be modified only by a writing signed by both parties. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof by such party.

10. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Utah, USA, without regard to the principles of conflicts of law.

11. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to sign this Agreement as of the Effective Date.