NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

This Non-Disclosure and Non Circumvention Agreement ("Agreement"), dated as of

December___, 2013, is made and entered into by and between

Pro Biz Consulting, Inc. and Broker for the Seller____(“Broker/Seller”)

and ______, of

______, ("Buyer").

Recitals

A.Broker/Seller possess certain information of a proprietary and confidential nature (“Proprietary Information”, as defined herein) which it uses in its business. This Proprietary Information is a valuable business asset of Broker/Sellerand its protection is essential to the continued success of Seller and Broker.

B.To further the contemplated or existing business relationship between Buyer and Broker/Seller,Broker/Seller, will disclose to Buyer certain Proprietary Information.

Agreement

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:

  1. The Recitals are made part of this Agreement.
  1. Proprietary Information.“Proprietary Information" shall mean any and all knowledge and information relating to the business of Broker/Seller, including but not limited to information relating to (a) know-how, trade secrets, improvements, discoveries, inventions, patent applications, and patents; (b) data, technology, research, test procedures and results; (c) design concepts, engineering, drawings, process models and equipment and process specifications; (d) manufacturing techniques and products; (e) start-up, operating, and maintenance procedures; and (f) business plans, marketing techniques, client and supplier lists, and materials. The existence of this Agreement and the terms thereof shall be considered Proprietary Information.
  1. Ownership.All Proprietary Information disclosed to Buyer shall remain the property of Broker/Seller, whether such disclosure or knowledge is obtained orally, in writing, or otherwise. Buyer shall not reproduce, use or disclose to others the Proprietary Information of Broker/Sellerwithout Broker/Seller's prior written consent. Buyer shall refrain from using, and shall keep in confidence and refrain from disclosing any and all Proprietary Information disclosed by Broker/Sellerto Buyer and shall return such Proprietary Information within 30 days after the termination of this Agreement or upon the request of Broker/Seller, whichever occurs first.
  1. Treatment of Proprietary Information.Buyer agrees, for itself and for its subsidiaries, affiliates and associated companies, that it (a) shall not disclose the Proprietary Information to any other person except to its own officers, directors, or selected employees or consultants who must evaluate the Proprietary Information; (b) shall use the Proprietary Information solely to consider the acquisition of all or some of the assets or stock of Broker/Seller(but in no case to compete with or abet competition with Broker/Seller); and (c) will use the same degree of care, but not less than a reasonable degree of care, with the Proprietary Information which Buyer would exercise with its own proprietary and confidential Information.

Buyer agrees further that the Proprietary Information will not be used by it or any of its officers, directors, employees or affiliates for any purpose, commercial or otherwise, or disclosed to anyone except as set forth herein.

  1. Related Persons.Buyer shall take all proper precautions against unauthorized disclosure of Proprietary Information against all persons to whom it provides access to Proprietary Information, including but not limited to its directors, officers, employees, agents, lenders and representatives ("Related Persons").
  1. Limitations.Buyer shall not be liable for use or disclosure of any Proprietary Information of Broker/Sellerto the extent that Buyer can demonstrate such Proprietary Information (1) has been or hereafter is published or otherwise made generally available to the public without fault of Buyer or any individual who is or was a Related Person, or (2) was in the possession of Buyer in written form or in the form of a physical embodiment prior to its receipt, or (3) was developed and reduced to writing or a physical embodiment by an employee of Buyer independently of and without reference to or use of any Proprietary Information obtained by Buyer pursuant to this Agreement, or (4) was therefore obtained from a third party having no confidential obligation to Broker/Sellerwith respect thereto, or (5) was used or disclosed after seven (7) years from the date of its receipt.
  1. No License or Warranty.Except as expressly stated herein, neither the execution of this Agreement, nor the furnishing of any Proprietary Information, shall be construed as granting to Buyer expressly or by implication, estoppels, or otherwise, any license under any invention, patent, trade name, trademark, or trade secret now or hereafter owned or controlled by Broker/Seller. This Agreement shall not be construed in any manner to be an obligation to enter into a license agreement or a further contract with any party, to issue any purchase orders, or to reimburse any other party for any costs incurred in the course of its performance under this Agreement. There are no warranties of any nature by implication or otherwise, including warranties of the quality or accuracy of any Proprietary Information exchanged hereunder.
  1. Government or Legal Actions.Should Buyer be faced with a requirement under government regulations or with a legal action to disclose Proprietary Information received hereunder, Buyer shall forthwith notify Broker/Sellerof such requirements so that Broker/Sellermay challenge the requirement or seek an appropriate protective order or other appropriate remedy, and upon the request of Broker/Seller, shall cooperate fully with Broker/Sellerin contesting such disclosure. In the event that the Proprietary Information must be disclosed, and a protective order or remedy is not obtained, such disclosure shall be made solely for the required purpose and shall be limited to that part of the Proprietary Information legally required to be disclosed. In such event, Buyer shall use reasonable efforts to have the information so disclosed treated confidentially to the entity to which such disclosure is made.
  1. Non-Competition.Buyer will not attempt, either directly or indirectly, to circumvent or compete with the interests of Broker/Sellerin for a period of two years from the date of receiving Proprietary Information.
  1. Survivability of Effect.In the event any provision of this Agreement is deemed invalid or otherwise unenforceable, the parties shall jointly seek an arrangement having a legal and economic effect which will be as similar as possible to the invalid or unenforceable provision.
  1. Survivability of Termination.Termination of this Agreement for any reason shall not abrogate any obligation of Buyer regarding the protection, disclosure and use of Proprietary Information or regarding non-circumvention and non-competition with the interests of Broker/Selleras provided in this Agreement.
  1. Remedies.Buyer acknowledges and agrees that divulgence or unauthorized use of the Proprietary Information or a breach of Paragraph 9 of this Agreement could damage Broker/Seller, the amount of damages suffered by Broker/Selleras a result of unauthorized disclosure or use of the Proprietary Information or a breach or a breach of Paragraph 9 of this Agreement could be difficult to ascertain, and that Broker/Sellershall be entitled, in addition to all other remedies available to it, to injunctive or other equitable relief to prevent or remedy a breach of this Agreement or any part of it, if necessary. The rights and remedies available to Broker/Sellerunder this Agreement shall be cumulative and in addition to and not in substitution of any rights or remedies provided by law or in equity.
  1. Choice of Law.This Agreement shall be interpreted in accordance with the laws of the State of California, without giving effect to its conflict of law rules.
  1. Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of Buyer or Broker/Seller, and their respective representatives, successors and assigns.
  1. Sole Agreement.This Agreement contains and sets forth the entire Agreement between the Parties with respect to the subject matter hereof. No prior or contemporaneous written or oral agreements and no subsequent oral agreements between the Parties with respect to the subject matter hereof shall be binding upon the Parties. This Agreement may be signed in counterparts and shall be amended only in writing byboth Parties.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement the day and year first written above.

Broker of Record for Seller

For: Pro Biz Consulting, Inc,. By Louis R. Sauer President

SignatureLOUIS R. SAUER

ACTI Certified Business Appraiser and Master Business Appraiser

Buyer______

By: ______

If Corporation, Name and Title :______

Signature: (date)______

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