GROUP MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement is made as of the date on this form, by and between Roadmap Advisors LLC (“Roadmap”), the Member, and the Company (each, a “Party” and together, the “Parties”).

The Parties recognize that in order to participate in the Roadmap to Exit executive mastermind group, the Parties, as well as other Members and member Companies in the Roadmap to Exit group, may disclose to one another certain confidential and proprietary information hereinafter referred to as “Confidential Information” as more fully defined below, and to protect such confidential information from unauthorized use and disclosure.

NOW, THEREFORE, the Parties hereto do mutually agree that the above recitals are incorporated into and made a part of this Agreement by reference and also agree, intending to be legally bound, as follows:

1. Confidential Information. For purposes of this Agreement, the term “Confidential Information” means any information disclosed by the Parties or by other members of the Roadmap to Exit group to one another, whether orally, in writing, in any other medium, however documented (or not documented), including, without limitation:

A) the identities and membership status of the other members and member companies of the Roadmap to Exit group;
B) any financial information or performance metrics; historical and projected financial information; budgets; services; products; trade secrets; business plans; techniques; processes; operations; formulae; product specifications; know-how; patents; processes; compositions; inventions; discoveries; designs; sketches; drawings; samples; formats; marketing and manufacturing plans and materials; analyses; strategies; forecasts; research and development; concepts; and ideas of the Roadmap to Exit group;
C) investment opportunities, including names of clients, prospective clients, target companies, prospective investors or prospective transactions and details of confidential negotiations; research reports, analyses and presentations, including those created by the Parties as part of the Roadmap to Exit group;
D) names, addresses and any other characteristics, identifying information or aspects of the Parties’ existing or potential investment opportunities, customers, employees, vendors or suppliers; or
E) any information derived, summarized or extracted from any of the foregoing.

Confidential Information shall not include any information which (i) is or becomes available to the public other than as a consequence of a breach by any person of any fiduciary duty or obligation of confidentiality, including, without limitation, catalogues, product descriptions and sales literature that Parties have distributed to the public generally; or (ii) is disclosed as required by a court order and no suitable protective order, or equivalent remedy, is available. Parties hereby agree that in the event an order by any court or other governmental entity is issued requiring a Party to turn over any Confidential Information, such Party shall give the other Party written notice of such court order immediately upon knowledge thereof and shall cooperate with any efforts of the other Party to protect the confidentiality of the information.

2. Non-Disclosure of Confidential Information. For a period of five (5) years from the time of your termination of Member’s membership in the Roadmap to Exit group, Parties hereby agree to hold in strict confidence and trust all Confidential Information and agrees not to disclose or otherwise provide or transfer, directly or indirectly, any Confidential Information or anything related to the Confidential Information to third parties, including, but not limited to, Parties’ affiliates, subsidiaries, clients and business partners, if any, without the prior written consent of the other Party. Parties further agree that they may use the Confidential Information only within the scope of the Roadmap to Exit group and not for any other purpose or for the benefit of any third party. Notwithstanding the foregoing, in the event that Confidential Information is subject to non-disclosure agreements with third parties, the Parties each agree to be bound by the terms and conditions of such non-disclosure agreements as a “Representative” of the other Party.

3. Return or Destruction of Confidential Information. Immediately upon the decision by either Party to discontinue membership in the Roadmap to Exit group, or if so requested by either Party for any reason, Parties agree to promptly return to the other or to destroy all written or electronic Confidential Information, including any and all copies or duplicates of such Confidential Information, and all summaries or extracts thereof in any medium prepared by or on behalf of the Party. If required as part of legal or regulatory requirements, Parties may retain an electronic copy that may be kept as part of a backup compliance system. Parties shall supply each other with a written confirmation by its responsible executive officer that it has fulfilled its obligations under this Section 3.

4. Irreparable Harm. Each Party understands that in the event it fails to comply with this Agreement, the other Party may suffer irreparable harm which may not be adequately compensated for by monetary damages alone. Parties, therefore, agree that in the event of its breach or threatened breach of this Agreement, the Party harmed by such breach or threatened breach will be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law.

5. Indemnification. Parties hereby indemnify and agree to defend and hold harmless each other, each other’s shareholders, directors, officers, employees and agents, from and against any damages, losses, costs and expenses (including, without limitation, attorneys’ fees) suffered by any such party, as a result of a breach of this Agreement by Parties or persons for whom Parties are responsible, or suffered as a result of the enforcement by Parties of this Agreement. In the event of any litigation of this Agreement, the substantially prevailing party in any such litigation shall be entitled to payment by the losing party of its costs and expenses, including reasonable attorneys’ fees, incurred in enforcing this Agreement.

6. General Provisions. This Agreement constitutes the entire understanding between the Parties and supersedes any oral or written agreements which may have been entered into between them with respect to the subject matter hereof. This Agreement may not be changed or terminated orally, and no change, termination or attempted waiver of any of the provisions hereto shall be binding unless in writing and signed by the Party against whom the same is sought to be enforced. If any provision hereof proves to be or becomes invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. The covenants, representations and warranties contained in this Agreement shall survive its termination. The terms of this Agreement shall be governed by, and interpreted under the laws of the State of Delaware, without reference to its conflicts of law provisions. No waiver by a Party of any breach of this Agreement shall constitute a waiver of the terms and conditions of this Agreement with respect to any subsequent breach hereof. No Party may assign this Agreement without the express written consent of the other Party. For the convenience of the Parties, this Agreement may be executed in counterparts. Each such counterpart shall be an original instrument, but all such counterparts taken together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date written below.