a. "Confidential Information" For the purposes of this Agreement, Confidential Information shall mean information or material that is confidential and proprietary to the disclosing party. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature: patents pending, software (in various stages of development), data, layouts, designs, drawings, pictures, graphics, text, specifications, models, source code, object code, documentation, diagrams, flow charts, marketing and development plans, business plans, financial information, customer lists, disclosures, potential product names, product descriptions, instructions, packaging designs, potential displays and display designs, collateral materials, product schematics, bills of materials, manufacturing artwork, all information relating to products now existing or currently under development, information conveyed by third parties under non-disclosure, customer lists and records, or the like; but shall not include information which: (A) is already in the other's knowledge or possession at the time of disclosure and proof thereof is made promptly; (B) is part of the public knowledge or domain at the time of disclosure; (C) is subsequently received from a third party, independently, and without binder of secrecy; or (D) subsequently becomes part of the public knowledge or domain, through no act or fault of the other. Both parties may, with the express written consent and signature of the other, attach an Appendix A (or addendums thereto) specifying whether future disclosures are Confidential Information.

b. "Trade Secret" . A "trade secret" is any information, process, or idea that is not generally known in the industry that is capable of giving a competitive advantage.

2. CONFIDENTIALITY

(a) First Party and Second Party agree to maintain in strictest confidence any "Confidential Information," "Trade Secrets," or proprietary data of the other which it learns or has access to during the course of this Agreement. In the event that either party is not sure whether certain information is confidential or a trade secret, they will treat the information as confidential unless informed by the other to the contrary. Except in connection with this Agreement, or unless authorized in writing, neither party may sell, use for their own purposes, publish, make copies of, or disclose such confidential information, trade secrets, or proprietary data to any other person or company.

(b) First Party and Second Party acknowledge that neither they nor any of their Affiliates shall acquire an interest in the other's Confidential Information and Trade Secrets. Confidential Information and Trade Secrets owned by First Party, Second Party or any of their Affiliates shall remain the proprietary property of such Person, subject to any rights licensed or otherwise granted under any license agreement.

(c). First Party and Second Party each agree to restrict circulation of Confidential Information and Trade Secrets in their respective organizations only to those employees who need to receive Confidential Information and Trade Secrets in order to carry out the above-stated purposes and to give such employees Instruction to hold in confidence all Confidential Information and Trade Secrets made available to them and to use the Confidential Information and Trade Secrets only for authorized purposes and in accordance with this Agreement.

(d) First Party and Second Party shall guard. and shall cause each of its Affiliates to guard. the Confidential Information and   Trade   Secrets using at least the same level of safeguards as each such person uses to protect its own Confidential Information and Trade Secrets of a similar nature.

(e) Confidential Information and Trade Secrets shall be given to officers, directors and employees of First Party, Second Party and each oftheir Affiliates only where their duties in the performance oftheir obligations reasonably require familiarity with such Confidential Information and Trade Secrets.

(f). All Confidential Information and copies thereof shall be returned to the Owner at Owner's request. At the Owner's option, Confidential Information, including all copies, may instead be destroyed by Recipient, provided Recipient certifies such destruction to Owner within five (5) days.

(g). Each party agrees that it will not, without the prior written consent ofthe other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or any proposed business arrangement to any other party .

3. NO ASSIGNMENT

(a). This Agreement may not be assigned by either party without the prior written consent ofthe other party.

4. NO LICENSE

(a). Nothing herein shall be construed as a grant by an Owner of any license, directly or by implication, estoppel or otherwise, in any Confidential Information or Trade Secret.

5. GOVERNING LAW

This Agreement shall be construed according to and governed by the laws of the State of California and the American Arbitration Association in Los Angeles County, State of California shall have jurisdiction over any dispute arising hereunder.

6. NOTICES

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid. or recognized overnight delivery services;

(a)   If to First Party: Antoine Haber 8860 Exposition Blvd., Culver City, California, 90232