DISCLAIMER

Anyone viewing this site, for their mutual benefit, desire to disclose to the other, certain information which is non-public, confidential or proprietary in nature for the purpose of evaluating a possible business arrangement. As used, herein, "Confidential Information" means all oral and written information concerning the Disclosing Party, including but not limit to financial, business, marketing, operations, supplier, customer, technical information, discoveries, inventions, processes, algorithms, software, specifications, plans, strategies, methodologies, know-how and ideas, whether tangible or intangible which is provided to the Recipient or to any of Recipient's affiliates or representatives by the Disclosing Party at any time together with analyses, compilations, studies, notes or other documents, whether prepared by the Recipient or by others, which contain or otherwise reflect such Confidential Information. Such Confidential Information also includes the fact that the parties are exchanging Confidential Information and engaging in discussions on a possible business arrangement. Any information that the Disclosing Party deems proprietary shall be clearly marked Confidential. If orally disclosed, then the Disclosing Party shall promptly confirm, in writing, the information the Disclosing Party deems confidential. NOW, THEREFORE, in consideration of receipt of such Confidential Information and the mutual promises made herein, the parties agree as follows: 1. The party that previously, presently or subsequently receives the Confidential Information ("Recipient") shall hold such Confidential Information in confidence, and shall use and reproduce the Confidential Information only for the purposes set forth in this Agreement, and shall not disclose such Confidential Information to any third party, except as otherwise provided for in Section 2 hereof, without the prior written approval of the party disclosing the Confidential Information ("Disclosing Party"). These restrictions on the use or disclosure of Confidential Information shall not apply to any Confidential Information: which the Disclosing Party agrees in writing is free of (ii) which is or becomes generally available to the public other than by disclosure by Recipient or a representative of Recipient; or (iii) which was within the Recipient's possession on a non- confidential basis prior to its being furnished to the Recipient by the Disclosing Party or becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party; or (iv) which Recipient is legally compelled to disclose by subpoena, other legal process, or requests pursuant to investigation by a government agency, provided Recipient gives the Disclosing Party prompt written notice of Recipient's receipt of any such subpoena, legal process, or requests, so as to enable the Disclosing Party to seek a protective order or other appropriate remedy; or which has been independently developed by 2. Recipient shall maintain appropriate control over the Confidential Information and shall limit its distribution only to persons who have a "need to know" all or part of the Confidential Information in order to evaluate entering into of a possible business arrangement. Recipient shall ensure that all persons given access to any of the Confidential Information shall comply with the terms of the Agreement. 3. No license to a party, under any trademark, patent, copyright, or any other intellectual property right, is either granted or implied by the conveying of Confidential Information to such party. None of the Confidential Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee, or inducement by either party to the other of any kind. 4. Each party agrees not to directly or indirectly, induce or attempt to induce or otherwise counsel, discuss, advise or encourage any employee, agent or representative of the other party to leave or otherwise terminate their relationship with said other party for a period of twelve (12) months following the date hereof. 5. Recipient (i) acknowledges that neither the Disclosing Party nor any other of its representatives or affiliates makes any representation or warranty, either express or implied, as to the accuracy or completeness of any Confidential Information, and (ii) agrees to the fullest extent permitted by law, that neither the Disclosing Party nor any of its representatives or affiliates shall have any liability to Recipient or any of Recipient's representatives or affiliates on any basis (including, without limitation, in contract, tort, under federal or state securities laws or otherwise) as a result of Recipient's participation in evaluating a possible business arrangement with the Disclosing Party, Recipient's review of the Disclosing Party or the use of Confidential Information by Recipient or its representatives and affiliates. 6. Recipient acknowledges that it is, and that its representatives and affiliates who are informed as to the matters which are the subject of this Agreement will become, (i) aware that the United Sates securities laws may prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such a person is likely to purchase or sell such securities and (ii) familiar with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder to the extent they relate to the matters referred to in this paragraph 6. Recipient agrees that it will not use or cause any third party to use, and that it will use reasonable efforts to assure that none of its representatives or affiliates will use or cause any third party to use, and Confidential Information in contravention of the United States securities laws, including the Exchange Act or any rules and regulations promulgated thereunder. 7. Each party agrees that all of its respective obligations undertaken herein shall survive and continue for two (2) years after said party returns the Confidential Information to the Disclosing Party of this Agreement. 8. Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any promise to or intention to make any purchase of products or services by either party or its affiliated companies with respect to the present or future marketing of any product or service or that any business arrangement will be entered into between the parties or their affiliates. 9. The parties agree not to announce or disclose to any third person or party their participation in discussions concerning the Confidential Information, the existence of this Agreement, or the nature of any such discussion without first securing the prior written approval of the other. 10. All Confidential Information shall remain the property of the Disclosing Party and shall be returned upon the Disclosing Party's written request or upon the Recipient's determination that it no longer has a need for such Confidential Information; whichever first occurs. At the request of the Disclosing Party, the Recipient shall verify in writing that all Confidential Information has been returned and that no copies of same have been made. 11. This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understandings, oral or written, between the parties with respect to the subject matter of this Agreement. 12. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. 13. During the period of this agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party who were employed or utilized by that party within six (6) months immediately prior to the alleged violation. 14. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. 15. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. 16. Each party acknowledges and agrees that as a Recipient of the Confidential Information, any use or disclosure of the Confidential Information by Recipient, or its agents or employees in violation of this Agreement may be harmful to the Disclosing Party and/or its affiliates. In the event of any such breach of this Agreement, the Disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, as a remedy for any such breach (which shall not be the exclusive remedy for breach of this Agreement). 17. This Agreement shall be governed by the law of the State of Vermont. Any dispute arising out of this Agreement, shall be resolved by the Courts of New York.