CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made effective on the date indicated below ("Effective Date") by and between the undersigned prospective purchaser (the "Prospect"), and Schulz School Advisors (“SSA”) regarding:

School #1605 – Internationally Recognized Leader in Technology Education located in India (“School”)

WHEREAS, the parties to this Agreement wish to enter into discussions and/or negotiations relating to the potential acquisition of School by Prospect during which School and/or SSA may disclose to Prospect certain information that School and SSA deem confidential and proprietary.

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

1.      As used herein, "Confidential Information" means all information relating to School's or SSA’s (or another party whose information School or SSA has in its possession under obligations of confidentiality), including past, present or future research, development or business plans, operations or systems (including, without limitation, studies or reports, software, memoranda, drafts and other information in either tangible or intangible form), data, reports, records or materials, whether disclosed before or after the date of execution of this Agreement. The fact that the School is available for Acquisition is Confidential Information.

2.      Prospect shall use Confidential Information received from School or SSA solely to evaluate the potential acquisition of School and shall not disclose any such Confidential Information to any person, firm or corporation except: (a) employees, contractors, consultants and financing sources of Prospect who have a need to know and who have been informed of Prospect's obligations hereunder, and who have been instructed, and have agreed, to follow the same disclosure and use restrictions that apply hereunder to Prospect (collectively, Prospect’s “Representatives”); and (b) as provided in paragraph 3 below.

Notwithstanding the foregoing, Prospect shall be responsible for any disclosure of Confidential Information by its Representatives. Prospect shall use the same degree of care to avoid disclosure of such Confidential Information as Prospect uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).

3.      Information shall not be deemed confidential or proprietary for purposes of this Agreement, and Prospect shall have no obligation with respect to any such information, which: (a) is already known to Prospect or its Representatives at the time of its disclosure free of any obligation to keep it confidential;

(b) is or becomes publicly known through no breach of this Agreement by Prospect; (c) is received from a third party without, to Prospect’s knowledge, similar restrictions and without breach of this Agreement; (d) is independently developed by Prospect or its Representatives; or (e) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, except that (to the extent permitted by law or legal ruling) written notice shall be provided to the School and SSA of such requirement as promptly as is practicable so that School and/or SSA may seek, at its expense, a protective order or other appropriate remedy to prevent or limit such disclosure.

4.      Prospect shall not make contact with any of the School’s employees or visit the campus without the express permission of the owner of the School. Prospect shall not solicit for employment nor extend offers of employment to any of the School’s employees.

5.      Prospect shall upon discovery of any unauthorized disclosure by it or its Representatives notify School and SSA as promptly as is practicable and shall use commercially reasonable efforts to prevent further disclosure of such Confidential Information.

6.      All Confidential Information disclosed by School or SSA to Prospect pursuant to this Agreement (including, without limitation, information incorporated in computer software) shall be promptly returned or destroyed as directed by School and/or SSA upon written request, except for information required to be maintained for regulatory and accounting purposes.

7.      Prospect acknowledges that School and SSA are neither responsible nor liable for any business decisions made by Prospect in reliance upon any disclosures between School or SSA and Prospect. Any commitment to proceed with a business relationship shall be set forth in a formal executed contract signed by authorized representatives of both parties.

8.      Neither party hereto shall publicize or disclose beyond those persons to whom Confidential Information may be disclosed hereunder this Agreement or the discussions that give rise to this Agreement without the prior written consent of the other party.

9.      This Agreement shall be governed by and construed under the internal laws of the State of Florida, without regard to the principles of conflicts of law. The parties consent and agree that Palm Beach County, Florida shall be the exclusive, proper, and convenient venue for any legal proceeding relating to this Agreement, and each of them waives any defenses, whether asserted by motion or pleadings, that Palm Beach County, Florida is an improper or inconvenient venue.

10.  Each party (a) acknowledges that neither makes any representation or warranty (express or implied) as to the accuracy or completeness of any Confidential Information, and (b) agrees to assume full responsibility for all conclusions it may derive from the Confidential Information.

11.  Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed, or under any trademark, patent, copyright, mask work or any other intellectual property right of either party. None of the 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, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask works or any other intellectual property right, except as may be set forth in a definitive agreement regarding a transaction.

12.  Each party agrees that it will not, without the prior written consent of the other, transmit, directly or indirectly, the Confidential Information received from the other hereunder or any portion thereof to any country outside of the United States if the export or re-export of such information is prohibited by U.S. export laws.

13.  This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns. Each party’s obligations under this Agreement shall expire on the second anniversary of the Effective Date.

14.  Each party agrees that the disclosing party may be irreparably injured by a breach of this Agreement by the receiving party or its representatives and that the disclosing party shall (without the necessity of posting bond of any kind in any amount exceeding $100.00) be immediately entitled to preliminary and permanent injunctive relief restraining the receiving party (and his or her principals, agents, representatives, attorneys, accountants, consultants, partners, employers, employees, spouses, relatives, business enterprises, venturers, personal representatives, trustees, receivers, sureties, custodians, devisees, beneficiaries, and/or any and all persons acting directly or indirectly through, for, with, or on behalf of the receiving party) from engaging directly or indirectly in conduct violative of any restrictive covenant set forth herein or any other equitable relief provided by law.

15.  This Agreement constitutes the entire understanding between the parties with respect to Confidential Information provided in connection with the matters covered from and after the Effective Date. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative.

16.  In the event of a judicial or administrative proceeding or action with respect to the interpretation or enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable costs and expenses including, without limitation, reasonable attorneys’ fees and expenses, whether at the investigative, pretrial, trial or appellate level. The prevailing party shall be determined by the court based upon an assessment of which party’s major arguments or position prevailed.

17.  This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that all parties have had the opportunity to review this Agreement, seek legal counsel regarding its provisions and all parties understand the terms and conditions contained herein.

18.  The parties hereto intend and believe that each provision in this Agreement comports with all applicable local, state or federal law, statute, ordinance, administrative or judicial decision, or public policy (collectively “Laws”). However, if any provision in this Agreement is found by a court of law to be in violation of any applicable Laws, or if in any other respect such a court declares any such provision to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that, consistent with and with a view towards preserving the economic and legal arrangements among the parties hereto as expressed in this Agreement, such provision shall be given force and effect to the fullest possible extent, and that the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void or unenforceable provision were not contained herein, and that the rights, obligations and interests of the parties under the remainder of this Agreement shall continue in full force and effect.

19.   The parties agree that School is an intended third-party beneficiary of this Agreement. School may enforce the terms of this Agreement as if it were a party hereto.

20.  To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, and the respective acknowledgments of, each of the parties hereto. Any signature or acknowledgment page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures or acknowledgments thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature or acknowledgment pages. Facsimile and portable document format (.pdf) copies of this Agreement and the signatures thereon shall have the same force and effect as if the same were original.

21.  This Agreement shall terminate two years from the Effective Date.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date signed below by Prospect.

SSA

Schulz School Advisors

Ashley Wallace

By: Ashley T. Wallace, President

AND