WITNESSETH

WHEREAS, it is mutually acknowledged that as a result of the present and future relationships between Company and Consultant, that the Consultant may develop, obtain or learn of trade secrets or other confidential information or materials which are the property of Company, or concerning information which Company has no duty to disclose, or which Company is contractually or otherwise legally obligated not to disclose, and

WHEREAS, it is mutually acknowledged that the intentional or negligent disclosure of such information and/or materials to non-authorized parties by Consultant, or the intentional or negligent circumvention of Company by Consultant may cause injury to Company and/or its principals.

NOW, THEREFORE, for the mutual promises made herein, one ($1.00) dollar, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS. For purposes of this Agreement, the terms “trade secrets” and “confidential information and materials” shall include, by way of illustration and not limitation, processes, methods, techniques, systems, formulas, models, devices, price lists, compilations, computer programs, copyrighted materials, works of graphic arts, business plans, lists of vendors or potential vendors, lists of customers or potential customers, lists of funding or financing sources, and any other information, however compiled or assembled, and of whatever nature or kind which may give Company an opportunity to obtain an economic advantage over its competitors who do not otherwise have or possess the right to use such knowledge or things.

2. COVENANT OF NON-DISCLOSURE. Consultant agrees to use his best efforts and the utmost diligence to guard and protect the trade secrets and confidential information of Company. Consultant agrees that its business, including its employees, officers, agents and independent contractors, shall not use for themselves or for third parties, or divulge to others, any of the said trade secrets or confidential information and materials which may be developed, obtained or learned as a result of the relationship between Consultant and Company or any other corresponding Consultant, unless specifically authorized to do so in writing in advance by Company.

3. COVENANT OF NON-INTERFERENCE. Consultant also agrees that upon Company’ disclosure of such trade secrets, confidential information and materials, Consultant shall take no actions or refrain from taking appropriate actions, or cause others to either take or refrain from taking actions which could in any manner cause any disruption of the anticipated or current business relationships between Company, its vendors, customers, or others.

4. COVENANT OF NON-CIRCUMVENTION. Consultant agrees to utilize all of its efforts and skills having to do with the business development of the trade secrets and confidential information and materials in concert with Company and its designees. It is the intent of this Agreement that Consultant shall use its skills and knowledge gained from Company’ disclosure of the said confidential information solely and exclusively within the confines and parameters of the business development activities taking place with, by and through Company.

5. EFFECT OF TERMINATION OF RELATIONSHIP BETWEEN COMPANY AND CONSULTANT. Consultant agrees that if the relationship with Company is terminated or expires for any reason or reasons whatsoever, that Consultant shall forthwith return to Company all memoranda, communications, records and papers and all information or materials which bear relevance to Company’ trade secrets, and it is herewith acknowledged by Consultant that all such documents and materials, of whatever nature and kind, as well as any copies or reproductions of the same, are and at all times for all purposes, shall remain the exclusive property and property right(s) of Company.

6. EFFECT OF BREACH. It is hereby acknowledged that irreparable injury will necessarily result to Company in the event of any breach of this Agreement by Consultant, and it is further agreed that in the event of a breach or anticipatory breach of this Agreement, that Company shall be entitled to, in addition to all other remedies at law or in equity, including without limitation, compensatory and punitive damages, to an injunction or restraining order to enjoin or restrain the violation hereof by Consultant or any other person or entity acting in concert with Consultant or on Consultant’s behalf. In addition to all other remedies at law or equity, Consultant agrees to pay the reasonable costs of legal and associated fees and costs incurred by Company in the event of a successful enforcement of this Agreement by Company, including – without limitation – reasonable attorney’s fees.

7. MISCELLANEOUS PROVISIONS

Notices.
All notices and demands required or permitted under this Agreement shall be in writing and must be sent by either hand delivery or FedEx (or other overnight common carrier courier service) to the Parties at their addresses provided herein, and shall be deemed given when delivered as evidenced by the tracking procedure provided by the courier. Any Party may specify a different address by notifying the other party in writing of the revised address.

Any notice under this Agreement may be sent by electronic means now known or hereafter discovered (i.e. electronic mail or telefacsimile), but the same is not deemed delivered unless delivered in hard copy writing as set forth in this section.

Any party may change its address for the purposes of this Section by giving written notice of such change to the other party listed above in the manner provided for herein.

Governing Law.
This Agreement shall be construed by and governed under the laws of the State of North Carolina, including its principles of conflicts of laws and the parties hereby irrevocably agree to submit to the jurisdiction and venue of the General Courts of the State of North Carolina, County of Buncombe, to resolve any dispute arising hereunder or relating hereto.

Partial Enforceability – Waiver.
If any provision of this Agreement, or the application of the provision to any person or circumstance shall be held invalid by law, the remainder of this Agreement, or the application of that provision to persons or circumstances other than those with respect to which it is held invalid by law, shall not be affected thereby. Failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any right accruing under this Agreement, nor affect any subsequent breach, nor affect the effectiveness of this Agreement or any part hereof, nor prejudice either party as regards any subsequent action.

Effect.
Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors, and assigns. It is acknowledged that the covenants contained herein may be enforced after this Agreement between Company and Consultant has terminated. The covenants shall not be affected by the commencement or termination of any business relationships between Company and the Consultant and third parties.

Prohibition of Assignment and Successors.
No party shall assign its rights nor delegate its duties under this Agreement, whether by operation of law or otherwise in part or in full except in writing and with the prior written approval of the other party and subject to such terms and conditions as the other party, in its sole discretion, may deem necessary, unless the same is being assigned to an entity in which the assigning/delegating party owns the assets, stock, or other membership interest in whole or in substantial part. This Agreement shall be incorporated by reference into any such assignment and any assignee shall comply with all the terms and conditions of this Agreement.

Pronouns and Number.
Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine, or the neuter gender shall include the masculine, feminine, and neuter.

Captions.
Captions or section headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, or extend the scope or intent of this Agreement or any provision hereof. The “Recitals” contained in this Agreement are for convenience of purpose only and shall have no effect upon the interpretation of this Agreement.

Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement may contain more than one counterpart of the signature page and may be executed by the affixing of the signatures of each of the Partners to one of these counterpart signature pages. All the counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. A fax signature shall be considered an original signature.

Entire Agreement – Modification
This written document, along with any schedules, exhibits or attachments herewith, embodies the entire agreement between the parties here, and there are no other understandings, agreements or representations, express or implied. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

IN WITNESS WHEREOF, the parties have executed the foregoing Agreement by their duly authorized representatives, on the date and year first above written.