Confidentiality Agreement Non-disclosure Agreement And Non-compete Agreement

Confidentiality Agreement Non-Disclosure Agreement and Non-Compete Agreement 1) This confidentiality and non-disclosure agreement is entered into by Kinetoscope Media, Inc. of Des Plaines, IL (hereinafter referred to as the “Disclosing Party”), and _________________________ of _______, ________(hereinafter referred to as “Receiving Party”) for the purpose of preventing the unauthorized disclosure of confidential information as defined below. The Disclosing party represents and warrants that the below listed web site concepts and web sites were created solely by the Disclosing party for its sole use and benefit and that the Disclosing party has the title and interest in and to the authored work.. Websites related to: Apartment Listing Service Sites similar to Rent.com 2) For purposes of this agreement, “Confidential Information” shall include any and all information including patents, copyrights, trademarks, trade dress, trade secrets, web sites, their concepts, their structure, software, ideas, technologies, discoveries, means or any other material in which the business in which Disclosing party is engaged in or intends to be engaged in. In the event that confidential material is verbally communicated or presented, the Disclosing party constitutes this as formal confidential information regarded as both oral and written confidential information. 3) Receiving party’s obligations under this agreement shall not extend to information that is: (a) publicly known at the time of disclosure under this agreement or subsequently becomes publicly known through no fault of the Receiving party; (b) discovered or created by the Receiving party prior to the time of Disclosing party; or (c) otherwise learned by the Receiving party through legitimated means other than from the Disclosing party or anyone connected with the Disclosing party.

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4) The Receiving party shall hold and maintain the confidential information of the Disclosing party in strictest confidence for the sole and exclusive benefit of the Disclosing party. The Receiving party shall carefully restrict access to any such confidential information to persons bound by this agreement, only on a need-to-know basis. The Receiving party shall not, without prior written approval of the Disclosing party, use for the Receiving party’s own benefit, publish, copyright, patent, trademark, trade secrets or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing party, any of the confidential information learned with respect to the web sites discussed.. The Receiving party shall return to Disclosing party all records, notes, and other written, printed, or tangible materials in their possession pertaining to the confidential information, within five (5) days on the written request of Disclosing party and/or resignation of Receiving party regardless of professional or personal decisions. Further, Receiving party will discontinue all further use or disclosure thereof. 5) Receiving party shall take precautions reasonable to maintain Disclosing party’s confidential propriety intellectual property information, including obtaining nondisclosure agreements from employees for periods and subsequent to their employment relationship with Receiving party, marking of documents to indicate their confidential nature, safe-keeping storage of documents, and the like. The Receiving party agrees not to use the information learned and provided by Disclosing Party except for evaluating its interest in entering in to a business relationship with the Disclosing Party. 6) The Disclosing party owns and is in control of any and all ideas, processes, trademarks, service marks, inventions, designs, technologies, computer hardware or software, original works of authorship, formulas, designs, styles, discoveries, patents, copyrights, copyrightable work products, marketing and business ideas, and all improvements, know-how, data, rights, and claims related to the foregoing that, whether or not patentable, which are conceived, developed or created and which: (1) relate to Disclosing party's current or contemplated business or activities; (2) relate to Disclosing party's actual or demonstrably anticipated research or development; (3) result from any work performed by Receiving Party for 2

Disclosing Party; (4) involve the use of Disclosing party's equipment, supplies, facilities or trade secrets; (5) result from or are suggested by any work done by Disclosing party or at Disclosing party's request, or any projects specifically assigned to Receiving party; or (6) result from Receiving party’s access to any of Disclosing party's memoranda, notes, records, drawings, software, web site information, sketches, models, maps, customer lists, research results, data, formulae, specifications, inventions, processes, equipment or other materials (collectively, “Disclosing party information and materials”). Disclosing party Ownership. All right, title and interest in and to all Subject Ideas and Inventions, whether or not registered or registrable, patented or patentable shall be held and owned solely by Disclosing party, and where applicable, all Subject Ideas and Inventions shall be considered works made for hire. Receiving party shall mark all Subject Ideas and Inventions with Disclosing party's copyright or other proprietary notice as directed by Disclosing party and shall take all actions deemed necessary by Disclosing party to protect Disclosing party's rights therein. In the event that the Subject Ideas and Inventions shall be deemed not to constitute works made for hire, or in the event that Receiving party should otherwise, by operation of law, be deemed to retain any rights (whether moral rights or otherwise) to any Subject Ideas and Inventions, Receiving party hereby assigns and otherwise transfers and agrees to assign and otherwise transfer to Disclosing party, without further consideration, Receiving party’s entire right, title and interest in and to each and every such Subject Idea and Invention. Receiving party hereby waives any so-called “droit moral” rights, “moral rights of authors” and all other similar rights Receiving party may have in any Subject Ideas and Inventions, however denominated, throughout the world. 7) For good consideration and as an inducement for Disclosing party to employ the Receiving party, undersigned Receiving party hereby agrees not to directly or indirectly compete with the business of the Disclosing party and its successors and assigns during a period of five years following the date of this Agreement and notwithstanding the cause or reason, but on the basis that the Receiving party obtain proprietary information from the Disclosing 3

party as to the web sites the Disclosing party intends to launch and operate. The term "not compete" as used herein shall mean that the Receiving party shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, in any way to the present and anticipated business of the Disclosing party as written and disclosed above. The Receiving party acknowledges that the Disclosing party shall or may in reliance of this agreement provide Receiving party access to trade secrets, customers and other confidential data and good will. Disclosing party agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any other third party for purposes of competing with Disclosing party.. This non-compete clause shall be in full force and effect for five years, commencing with the date of this agreement. 8) The confidentiality, non-disclosure and non-compete provisions of this agreement shall survive the termination of any relationship between the Disclosing party and the Receiving party for a period of five years from the date written herein. 9) Nothing contained in this agreement shall be deemed to constitute either party a partner, agent, joint venture, private capitol investor or employee of the other party for any purpose. This agreement may not be amended except in writing signed by both parties, and witnessed and signed by an officer of the each Disclosing party or partnership. If a court finds any provision of this agreement invalid, illegal or unenforceable as applied to any circumstance, the remainder of this agreement shall be interpreted so as best to effect the intent of the parties. This agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. 10) Any controversy or claim arising out of or relating to this agreement, or the breach of this agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. This agreement constitutes inclusion of companies and their past, present and/or 4

future employees that work on related projects and become associated and informed with Disclosing party information. The prevailing party shall have the right to collect from the other party its reasonable court costs and attorney’s fees, incurred in enforcing this agreement, from prior investigations. Any such arbitration hearing shall include a written transcript of the proceedings and a written explanation for any final determination. This agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, verbal and written agreements, representations and understandings. This agreement and each party’s obligations shall be binding on the representatives and successors. Each party has signed the agreement through its authorized representative.

Receiving Party Representative

Disclosing Party Representative

______________________________ SKLAROV_______________ Print Name Kinetoscope Media, Inc.

__VAL President

______________________________ ______________________________ Signature Date Date

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Signature

_______________________________ _______________________________ Address _______________________________ City Zip _______________________________ Phone

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State