Non-Disclosure Agreement (NDA)

• Date*
• Mr. Ronald D. Coleman, Jr.
  Red Deer Capital, LLC
  945 Main Street, Suite 210
  Manchester, CT 06040

• Dear Mr. Coleman:

  Red Deer Capital, LLC (“you” or “your”) have expressed interest in receiving an offering memorandum (the “Offering Memorandum”) in connection with the possible purchase (the “Transaction”) of the assets or capital stock of

• Company Name*
• (the “Company”, “we” or “us”). In connection with the evaluation of a possible Transaction between you and the Company, we will make the Offering Memorandum available to you and your respective members, officers, employees, agents, advisers, and representatives (collectively, your “Representatives”). The Offering Memorandum and other information provided to you in the future (which shall either be marked "confidential" or identified as confidential contemporaneously with disclosure, provided that such confidentiality is confirmed in writing within fifteen (15) days thereafter) in connection with the possible purchase of the Company contains certain confidential information concerning the Company and its proprietary information and property, including but not limited to, inventory and inventory controls, designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models, reports, data, content, material, source code, object code, documentation, diagrams, flow charts, file record layouts, databases, research, development, processes, procedures, know-how, show-how, new product or new technology information, marketing techniques and materials, marketing plans, trade secrets, timetables, strategies and development plans (including prospective trade names or trademarks), customer names and other information related to customers, pricing policies, and financial information and other information subsequently provided to you regarding the Company (collectively, the “Evaluation Material”). The sole purpose of and use of the Evaluation Materials shall be to evaluate the feasibility of the Transaction. In this letter we refer to any of us as a “Party” and all of us collectively as the “Parties.” All references herein to you as a Party include your Representatives and any persons and entities which you control, are controlled by or with which you are under common control (each, an “Affiliate”). In consideration of our agreement to provide you with the Evaluation Material, you, for yourself, your Representatives and your Affiliates, hereby agree as follows:
  1. You will use the Evaluation Material solely for the purpose of evaluating the proposed Transaction and you will keep the Evaluation Material strictly confidential. You will provide the Evaluation Material to your Representatives only on a need to know basis and only after having advised them of their confidentiality obligations with respect thereto.
  2. The term “Evaluation Material” does not include any information that (i) is or becomes available to the public as a result of disclosure by the Company or any third party unrelated to you, (ii) was available to you on a non-confidential basis prior to its disclosure, (iii) becomes available to you on a non-confidential basis from an independent source provided that such source is not bound by a confidentiality agreement with us or the Company, (iv) was known to you or your Representatives prior to its disclosure to you or them by the Company, (v) is invented or created by you independent of the disclosure by the Company, or (vi) is authorized by the Company to be disclosed.
  3. In the event you or any of your Representatives or Affiliates receives a request or order from a court or other governmental agency of competent jurisdiction to disclose all or any part of the Evaluation Material, you agree that you will (a) immediately notify the Company of the existence, terms, and circumstances surrounding such a request or order and (b) give the Company the opportunity at its sole cost and expense to seek a protective order with respect to such disclosure or otherwise resist or narrow such request or order. Notwithstanding the foregoing, however, you will not be liable for any disclosure of Evaluation Material compelled by law.
  4. You agree that, at the conclusion of the review of the Evaluation Material, or at such date as the Company shall request, all copies of the Evaluation Material in any form whatsoever will be returned to us or destroyed.
  5. Unless and until a definitive agreement has been executed and delivered in connection with the Transaction, no contract or agreement providing for the purchase and sale of the Company or any portion thereof shall be deemed to exist. Nothing contained in this Agreement shall be construed as creating any obligation on the part of either Party to enter into any Transaction or relationship.
  6. You agree that for a period of one (1) year following the date hereof, you will not (directly or indirectly) solicit or hire or otherwise retain in any capacity any current employee of the Company, provided, however, that nothing herein shall prevent you from hiring or retaining an employee of the Company who solicits a position of employment from you (without any prior action on your part) or any employee of the Company who responds to a general solicitation for employees through advertisement or through a recruiter, so long as such advertisement or recruiter does not specifically target employees of the Company.
  7. This Agreement shall be governed and construed in accordance with the substantive laws of the State of New York (without regard to its conflicts of laws and principles) and shall be binding on the Parties' successors and assigns.
  8. This Agreement sets forth the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all other oral or written representations and understanding. This Agreement may not be amended or modified, except in writing signed in advance by both Parties. This Agreement shall terminate on the earlier of one (1) year after the date hereof or the delivery of written notice of termination by either Party. The Parties' obligations under this Agreement shall survive for one (1) year after such termination.

Please indicate your acceptance of the foregoing by countersigning below.

Sincerely,