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Confidentiality and Non-Circumvention Agreement

This Non-Disclosure and Non-Circumvention Agreement (the Agreement) is entered into as of _______________, 2008 between USA Business Brokers, Inc. (Broker) with it’s principal place of business at 18950 US Hwy. 441 #109, Mount Dora, Florida 32757 and/or its affiliates and ___________________________________________(Recipient) with regard to the prospective sale of that certain business listed with USA Business Brokers, Inc. and described by the code ___________________.

Recitals

The Broker is furnishing certain Confidential Information (as defined in Section 1 of the Agreement below) to the Recipient, that is proprietary to Broker’s Client, in an effort to buy/sell, exchange, trade, lease or option commercial/investment real estate and/or business assets, going concern value, common stock, inventory and/or accounts receivable.

The Broker and Broker’s Client are willing to disclose the Confidential Information to the Recipient for the limited purpose, and subject to the terms and conditions, set forth in this Agreement.

Agreement

1. Definition of Confidential Information. For purposes of this Agreement, the term "Confidential Information" means all information disclosed to the Recipient by or on behalf of the Broker’s Client either directly or indirectly and either in writing or orally, relating to the disclosure of business information. The Information includes, without limitation, any data or information related to the business or assets of the Broker’s Client, and it’s services, developments, processes, plans, financial information, assets, forecasts and projections. Information shall also include the terms of this Agreement.

2. Use of Confidential Information. The Recipient shall use the Confidential Information exclusively for the purpose of: evaluating potential business relationships and opportunities with the Broker’s Client. Except as required by law, the Recipient shall not disclose any Confidential Information to any third party excepting employees of the Recipient who have expressly agreed in writing to be bound by the terms of this Agreement or make use of any Confidential Information in any manner without the Broker’s Client prior written consent, that may be given or withheld by the Broker’s Client in his sole discretion.

3. Non-Circumvention. In consideration of the Broker’s Client disclosure of the Confidential Information, the Recipient shall not at any time prior to the date immediately preceding the second anniversary date of this Agreement, with regard to the purchase and sale of the business operation, attempt in any manner to deal directly in any manner or circumvent the Broker or otherwise exploit the relationship with the Broker's Client or attempt to directly contact the Broker’s Client without express permission from the Broker.

4. Ownership and Return of Confidential Information. The Recipient acknowledges that the Recipient has no Ownership or proprietary rights in the Confidential Information. Upon the Broker’s request, the Recipient shall immediately return to the Broker all Confidential Information provided to them, and shall retain no materials relating thereto, including copies of, notes on, or abstracts of, any Confidential Information.

5. Information Disclosure. Any information given herewith, or received at any time by Broker, is obtained from sources we deem reliable. However, Broker and its representatives are not responsible for misstatements of facts, errors, omissions, prior sale, withdrawal from market or change in price. No warranty of any kind, whether expressed or implied, is given.

6. Further Agreements. Nothing contained in this Agreement shall be deemed, by implication or otherwise, to convey to the Recipient any rights in any Confidential Information, nor shall this Agreement be deemed a commitment of any kind by either the Broker, Broker’s Client or the Recipient to enter into any further Agreements with each other with respect to any Confidential Information.

6.1 The validity, construction and performance of this Agreement shall be governed by the internal laws of the State of Florida, without regard to provisions regarding conflicts of law.

6.2 This Agreement, including any attached Exhibits, constitutes the entire Agreement between the Broker and the Recipient concerning this agreement, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the Broker and the Recipient or any official or representative of either of them.

In witness of this, the Broker and the Recipient have executed this Agreement as of the day and year first written above.

USA Business Brokers, Inc.                                                         Recipient:

___________________________                                              _________________________

John C. Sliman President/Broker

______________Date                                                                 _______________Date

PLEASE COMPLETE THE FOLLOWING TO BE HELD IN STRICTEST CONFIDENCE:

Cash available to invest? $___________________Any Partners or investors? Y______N______

Names & Phone numbers of Partners:
___________________________________________________________________

 Buyers Address:
_______________________________________________________________________

Phone: ______________________Fax: __________________

Email: ______________________________________

Sources of funds: ___________________________________________

Prior Business Ownership:
_________________________________________________________

USA Business Brokers, Inc. 866-343-1266,  Info@usabbi.com, www.usabbi.com