RECITALS:
 
WHEREAS, the Parties have been engaged in and/or expect to further engage in discussions relating to the possible Transaction described in paragraph 2 below;
 
WHEREAS, it is expected that such discussions will involve the mutual disclosure and communication by both Parties of information not in the public domain, including, without limitation, relationships, business and financial information, and other trade secret data ("Information") and wherein such information has already been disclosed;
 
WHEREAS, the Parties wish to define their rights with respect to Information delivered to each other;
 
NOW, THEREFORE; in consideration of the above premises, it is agreed as follows:
 

1. Information delivered by the disclosing Party to the other Party shall be considered confidential, regardless of verbal or written and without exception as to whether any writing designates it as such. The assumption is that all communications are both privileged and confidential unless specifically waived by the providing party in writing. In most cases, information delivered will also have a confidentiality aspect under the terms of this agreement. Therefore, all information exchanged by the parties is subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type and items of Confidential Information disclosed by the parties shall be solely within their discretion and they may refuse to disclose information if they believe that it is not in their best interest to do so. In addition, the disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed to the receiving Party.

 
In the course of collaborative discussions, the parties will have access to Proprietary Information (as defined herein) from each other, which is confidential. For the purposes of this Agreement, “Proprietary Information” shall mean all information, whether or not in writing, concerning business, technology, business relationships or financial affairs which have not been released to the general public. By way of illustration, Proprietary Information may include information or material which has not been made generally available to the public, such as: (a) corporate information, including plans, strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information, including strategies, trade secrets, methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; (d) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, procedures, methodology, models, formulas, discoveries, inventions, improvements, concepts and ideas; (e) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure, performance evaluations and termination arrangements or documents; and (f) any written document, memorandum, report, correspondence, drawing or other material, or computer software or program, developed or prepared by any employee or agent of a party which incorporates, references or uses any information described above. Proprietary Information also includes all information received in confidence by the parties from their customers or partners.
 

1. The purpose of the discussions and exchange of information relates to the parties desire to discuss Artist Management, Marketing and Promotions, Radio, Television, Film, Media, Publishing, Copyrights and Consulting Etc. expertise with __________________________________________ and other investment opportunities utilizing APG Forx LLC / Liferdef Empire talents, strategies, ideas, concepts and plans from but not limited to the US and/or State Government sources.

 

1. The receiving Party agrees that the Confidential Information shall be used solely for purposes stated in paragraph 2 above. The receiving Party shall use its best efforts not to disclose such Confidential Information to any third party or to use any of the information to circumvent any party’s business, sales, and marketing strategies by using any information disclosed by the other for the benefit of the receiving party without the involvement of the disclosing party.

 

1. The receiving Party agrees to restrict dissemination of Confidential Information to those personnel of the receiving Party who reasonably require access to carry out the purpose of the disclosures described in paragraph 2.

 

1. The disclosing Party agrees that the receiving Party shall not be liable for any disclosure or use of any Confidential Information:

 

1. 1. if such Information is publicly available or later becomes publicly available other than through a breach by the receiving Party of this Agreement;

 

1. 1. if such Information is subsequently lawfully obtained by the receiving Party from a third party or parties;

 

1. 1. if the receiving Party can prove by documentary evidence that such Information was known to the receiving Party prior to such disclosure or is independently developed by the receiving Party prior to such disclosure; or

 

1. 1. if the receiving Party is legally required (including for compliance with any request by a regulatory authority) to disclose the Confidential Information, provided that, if practicable, the receiving Party provides the disclosing Party with prompt written notice of such legal requirement so that the disclosing Party has the opportunity to pursue its rights regarding such potential disclosure.

 

1. The receiving Party agrees that no license under any patent or copyright is granted by implication or otherwise to the receiving Party under this Agreement.

 

1. All Confidential Information supplied to either Party hereunder shall be destroyed by the receiving Party or returned to the disclosing Party upon termination hereof.

 

1. The term of this Agreement shall be three (3) years from the effective date of this Agreement or from the date the confidential information is revealed whichever is the later.

 

1. No agreement for a possible Transaction shall be deemed to exist until and unless the Parties have entered into a definitive written agreement therefore.

 

1. The Parties, intending to be legally bound, hereby irrevocably agree not to circumvent, avoid, bypass, or obviate each other, directly or indirectly, or avoid payment of fees, commissions, or any other form of compensation in any transaction owed to that person or entity and arising from the confidential information disclosed or any company or individual revealed by either Party to the other, including those that are revealed from initial introductions and any succeeding introductions to other parties. This Agreement further confirms that each of the undersigned parties agree not to make any contact with or deal with any institution, corporation, buyer, or seller introduced by and to each Party, and/or their associates, without the express written permission of the introducing party.

 

1. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writings between them as to confidentiality of Information.

 

1. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability.

 

1. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

 

1. In addition to any other rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to recovery of its reasonable attorneys’ fees.

 

1. No failures or delay by the disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

 

1. This agreement shall be governed and construed in accordance with the laws of the State of California and the jurisdiction and venue shall be in the city of San Diego or Los Angeles. This agreement shall remain the same in any other State in the United States and whatever City and jurisdiction the venue is held in. The parties agree to resolve any and all disputes through binding arbitration with the American Association of Arbitrators with a three arbiter panel though injunctive relief may still be sought either before or during an arbitration filing through the California courts.

 

1. Both parties have had ample time to review this agreement with counsel of their choice and therefore waive any rights associated with said issue.

 
 
 
AGREED AND CONSENTED TO WITHOUT CONDITION: