Franchise Application

CONFIDENTIALITY, NONCIRCUMVENTION AND NONDISCLOSURE AGREEMENT

THIS CONFIDENTIALITY, NONCIRCUMVENTION AND NONDISCLOSURE AGREEMENT (this “Agreement”) is dated and is effective as of

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Name*

First Last

recipient of the Protected Information (as hereinafter defined “Confidant”) and Color Me Mine Enterprises, Inc. (“Company”). WHEREAS, the parties are discussing a business relationship and/or an arrangement involving the Company, and/or a license or franchise for the Company’s concept; WHEREAS, in connection with such business relationship, Company has made and will make available to Confidant confidential and proprietary information; WHEREAS, as a condition precedent to Company providing further information to Confidant, Company has requested and Confidant has agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual covenants and agreements set forth below, the parties hereto agree as follows: 1. Protected Information. a. For purposes of this Agreement, the term “Protected Information” shall mean each of the following materials and information (whether or not reduced to writing and whether or not patentable or protectable by copyright) which Confidant receives, receives access to, conceives or develops, or has received, received access to, conceived or developed, in whole or in part, directly or indirectly, in connection with Confidant’s business relationship with Company: (i) Any and all materials or information provided, directly or indirectly, by Company to Confidant, relating to Company or any of its business, strategy or operations that a reasonable business associate in the position of Confidant would understand to be confidential or proprietary; (ii) Any and all marketing techniques and arrangements, construction specifications, mailing lists, pricing policies, quoting procedures, operations procedures, financial information, customer and prospect names and requirements, employee, customer, supplier and distributor data, copyrighted material, trade secrets, and all other materials or information relating to Company that a reasonable business associate in the position of Confidant would understand to be confidential or proprietary; (iii) Any and all trade secrets or proprietary concepts and ideas including, without limitation, confidential techniques and “know-how” relating to Company; (iv) All ideas which are derived from or related to Confidant’s access to or knowledge of any of the above enumerated materials and information. b. Protected Information does not include information received from third parties not in violation of this Agreement or any other agreement between Company and Confidant; c. Failure to mark any of the Protected Information as confidential, proprietary or Protected Information shall not affect its status as part of the Protected Information under the terms of this Agreement. 2. Undertakings By Confidant. a. Confidentiality by Confidant. Confidant hereby agrees as follows: (i) That Confidant shall keep secret and strictly confidential all Protected Information, shall not disclose any of the Protected Information to any third party, and shall exercise reasonable and Confidant appropriate care with regard to the storage, custody and/or use of the Protected Information in order to insure that the confidential nature of the same is maintained; and (ii) That Confidant shall not use any of the Protected Information for any purpose other than as needed in connection with the business relationship with Company or as otherwise as mutually agreed to by the parties; b. Return of Information. Confidant agrees that in the event that Confidant ceases to have a business relationship with Company, Confidant will promptly, at the request of Company, destroy or redeliver to Company all written Protected Information pertaining to Company and all copies, notes, compilations, extracts and other records or written materials related to the Protected Information (whether in original, duplicate, computerized or any other form). 3. Injunctive Relief. Confidant acknowledges and agrees that Company shall suffer irreparable harm in the event that Confidant breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate Company for such breach. Accordingly, Confidant agrees that, in the event of a breach or threatened breach by Confidant of any of its obligations under this Agreement, Company, in addition to and not in limitation of any other rights, remedies or damages available to Company at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach by Confidant. 4. Requests for Information. In the event that Confidant is requested or required (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Protected Information, it is agreed that Confidant will provide Company with prompt notice of such request so that Company may seek an Confidant appropriate protective order or other Confidant appropriate remedy and/or waive compliance by Confidant with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that Company grants a waiver hereunder, Confidant may furnish that portion of the Protected Information which it is compelled to disclose and upon company request and at Company expense, will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Protected Information so furnished. 5. Noncircumvention. As a material inducement for Company divulging any Protected Information to Confidant, Confidant agrees that Confidant shall not circumvent Company with regard to the pursuit of the Company’s concept or any sites, strategies, strategic relationships, Protected Information or otherwise. 6. Successor and Assigns. This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective predecessors, successors, assigns, members, employees, directors, officers, shareholders, affiliates and subsidiaries. 7. Severability. In the event that any provision contained in this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of the remaining provisions of this Agreement shall not be adversely affected thereby and this Agreement shall be enforced to fullest extent permitted by law. 8. No Waiver. The failure of Company to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by Confidant shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether oral or in writing, between the parties hereto. 10. Governing Law. This Agreement shall be governed by the laws of the State of California, and each party shall be entitled to all rights and remedies provided thereunder in the event of breach of this Agreement by either party. 11. Amendment. This Agreement may only be amended or modified by a writing duly executed by the parties hereto. 12. Attorney’s Fees. If any action at law or in equity is brought by a party hereto in order to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and expenses in addition to any other relief to which such party may be entitled. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first above written.

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CONFIDENTIALITY, NONCIRCUMVENTION AND NONDISCLOSURE AGREEMENT