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Confidentiality Agreement

The Associate hereby acknowledges that all The Strategic Connection LLC^sm (TSC) internal documents are considered to be confidential and proprietary.  Any Password protected information to include TSC reports, customer lists, techniques, technology for services, and all future developments are for TSC and its Associates use and are not to be distributed to the general public for any reason.  Publication or use of this information in a manner contrary to that established, intended and defined purpose by TSC shall be considered grounds for Termination.

AGREEMENT and Acknowledgment between TSC and the Associate

Whereas, TSC agrees to furnish the Associate access to certain confidential information relating to the affairs of TSC solely for purposes of commencing a private Associate status with TSC, agrees to review, examine, inspect or obtain such information only for the purposes described above, and to otherwise hold such information confidential and secret pursuant to the terms of this agreement,

BE IT KNOWN that TSC has or from time to time shall furnish and allow access to the Associate of certain confidential information, all under the following conditions:

• The Associate agrees to hold all confidential or proprietary information or trade secrets (Information) in trust and confidence and agrees that it shall be used only for the contemplated purpose, and shall not be used for any other purpose or disclosed to any third party under any circumstances whatsoever.

• The Associate shall retain no copies or written documentation relating thereto of Information supplied and at the conclusion of any discussions, or upon demand by TSC, all Information, including written notes, photographs, or memoranda shall be promptly returned to TSC.

• The Associate shall not disclosed Information to any employee, consultant or third party unless said party agrees to execute and be bound by the terms of this agreement without TSC approval.

• The Associate declares that they are entering into this transaction with TSC directly, or indirectly, with discretionary and/or expendable funds.

• The Associate declares to not have been coerced or solicited for participation in any venture set forth via TSC, but having done so of my own free will.

• The Associate will hold TSC harmless and free from any and all liability under any conditions and/or circumstances which may arise during the course of any business arrangement the Associate may have with TSC or with respect to any financial venture the Associate has entered in after receiving information or consultation from TSC.

• The Associate understands that expected gains from transaction(s) with TSC, its Associates or with any financial venture the Associate has entered after receiving Information or consultation from TSC are not guaranteed a return of funds.

• The Associate declares they are not in any official capacity relative to involvement by the Associate in business with TSC, a member, agent, informant, or employee of any kind of investigative, law enforcement, media, news, postal service or other government agencies within any country, nor is the Associate acting as proxy to any person or entity serving as a member, agent, informant, or employee of any kind of investigative, law enforcement, media, news, postal service or other government agencies within any country.

• The Associate declares they will not circumvent TSC with respect to any and all business arrangements, fee agreements, referring status, or business contacts which have been entered into and/or established by TSC, prior to their business with TSC and prior to the Associate receiving proprietary and confidential information from TSC.

• The Associate acknowledges the information disclosed herein is proprietary or trade secrets and in the event of any breach, TSC shall be entitled to injunctive relief as a cumulative and not necessarily successive or exclusive remedy to a claim for monetary damages.

• The Associate shall have no obligation with respect to any Information known by the Associate or as may be generally known within the industry prior to date of this Agreement, or that shall become common knowledge within the industry thereafter.

This agreement shall be binding upon and serve to the benefit of the parties, their successors and assigns.  This constitutes the entire Confidentiality and Proprietary Information Agreement.  By signing the Associate Application, the Associate agrees that this is a legally binding document between the Associate and TSC.

If any of the foregoing is not fully enforceable for any reason, the remainder shall nonetheless continue to apply.

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