CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) made this

____ day of ____________________, 20__, by and between _______________________ (“Company”),
a _______________ corporation, and StarCompliance Operating, LLC, a Delaware limited liability
company (“StarCompliance”).

Recitals
WHEREAS, StarCompliance and Company are interested in exploring possible business
transactions on a mutually agreeable basis; and
WHEREAS, in connection with and in order to explore and evaluate this possibility, the parties
may be required to disclose to the other certain confidential and proprietary information owned by and
relating to their respective businesses.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below and
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:

Agreement
Recitals incorporated. The Recitals set forth above are hereby incorporated by reference
into this Agreement as representations of the parties.

Definition of “Confidential Information” and other terms.

2.1 For purposes of this Agreement, Confidential Information” shall include but shall
not be limited to the disclosing party’s: Intellectual Property;, consulting methodologies; operations;
business methods, including methods of marketing; business, strategic or other plans; finances and
budgets; pricing and costs; lists of and information concerning business contacts; the terms of the
disclosing party’s agreements and licenses with its Business Contacts; current and future business
opportunities; corporate documents, records, plans and manuals; personnel files and matters; and any
litigation or other legal affairs.

2.2 “Confidential Information” shall not include information that (a) is already
known to the receiving party prior to its disclosure by the disclosing party; (b) is in or has entered the
public domain through no breach of this Agreement or other wrongful act of the receiving party; (c) has
been rightfully received from a third party without confidential or proprietary restriction and without
breach of this Agreement; or (d) has been approved for release by written authorization of the disclosing
party.

2.3 “Business Contacts” means all past, present and potential clients, customers,
suppliers, vendors, investors, underwriters, investment bankers, consultants, advisors, employees, agents,
accountants and other representatives of the disclosing party.

2.4 “Intellectual Property” means all computer software, designs, design features,
schematics, specifications, techniques, models, processes, discoveries, inventions, original works of
authorship, know-how, concepts, ideas and the like, in whatever form, whether developed or in the
process of development, whether or not patentable, registrable under copyright or trademark laws, or
otherwise protectable, conceived, made, invented, developed, improved or reduced to practice by the
disclosing party, together with all physical embodiments and manifestations thereof and all patent rights,
copyrights, trademarks, and applications for any of them, and trade secret rights.
2.5 “Representatives” means any directors, officers, employees, agents, stockholders,
subsidiaries, affiliates, contractors or other persons they may engage, employ or over whom such party
shall exert influence or control, and other advisors or representatives of a particular party.

Non-Disclosure and Non-Use of Confidential Information. The parties covenant that

they and their Representatives shall:
3.1 Hold all Confidential Information of the other party in a fiduciary capacity and
shall exercise the highest degree of care in safeguarding all such Confidential Information against loss,
theft or other inadvertent disclosure, and shall take all steps reasonably necessary to maintain the
confidentiality thereof.

3.2 Use the Confidential Information disclosed by the other party solely for the
purpose of exploring and evaluating the possible business transactions, and shall not use, or permit use of,
any of the Confidential Information for any other gain, benefit, advantage or profit by any person;

3.3 Make the Confidential Information of the other party available only to those
employees and Representatives who need to know such Confidential Information and who are bound by
an appropriate confidentiality agreement;

3.4 Make no copies of the Confidential Information of the other party, except as may
be necessary to evaluate the possible business transaction between the parties;

3.5 Keep the Confidential Information of the other party in strict confidence and
shall not directly or indirectly disclose, publish, disseminate, make available, discuss or otherwise
communicate in any way, to any third party person or entity (other than its Representatives) any
Confidential Information of the other party, without that party’s prior written consent;

3.6 Shall not reverse engineer, disassemble or decompile any of the Intellectual
Property;

3.7 Shall be responsible for any disclosure of Confidential Information by its

Representatives that is contrary to the terms hereof to the same extent as if the Receiving Party had
disclosed such Confidential Information.

3.8 Shall immediately notify the disclosing party of the date and circumstances of
any loss, unauthorized use or disclosure of Confidential Information; and

3.9 In the event that a party is required by a binding order of a governmental agency
or court of competent jurisdiction to disclose any Confidential Information of the other party, to the extent
legally permissible, provide the other party with prompt written notice sufficient to allow that party an
opportunity to appear and to object to such disclosure. If such objection is unsuccessful or it is not legally
permissible to provide notice to the other party, then the party shall produce only such Confidential
Information as is required by the court order or governmental action.

4. No Warranty. All Confidential Information is provided “as is.” Except as set forth
below, neither party makes any representations nor warranties, whether express, implied or otherwise,
concerning the accuracy, completeness or performance of any Confidential Information or its rights

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thereto. Neither the disclosing party nor any of its Representatives shall have any liability to the
receiving party or any of its Representatives resulting from the use of any Confidential Information by the
receiving party or its Representatives. Each party represents and warrants that its participation in
discussions regarding a possible transaction with the other party hereto does not and shall not constitute
or give rise to any violation, breach or default under any agreement or arrangement of such party with any
third party.

5 Return of Confidential Information. All Confidential Information provided and/or

disclosed by the parties or which shall at any time come into the possession of the other party, shall be the
sole and exclusive property of the disclosing party. At the conclusion or termination of discussions or
negotiations between the parties, or earlier upon demand, whether or not the subject business transactions
are consummated, all Confidential Information shall, save as may be required by law, regulation or bona
fide document retention policy and/or created pursuant to automatic archiving and back-up procedures,
promptly be returned to the other party without alteration, together with all copies thereof.

6. Non-Disclosure of Discussions. The parties covenant that, without the prior written
consent of the other party, they will not directly or indirectly disclose, publish, disseminate, discuss or
otherwise communicate in any way, to any person, firm, association, partnership, corporation or other
entity, either the fact that discussions or negotiations are taking place concerning a possible business
transaction between the parties, or any of the terms, conditions or other facts with respect to any such
possible transaction, including the status thereof and the fact that Confidential Information has been made
available.

7. Remedies. The parties hereto recognize and acknowledge that the Confidential
Information is of a unique, special and extraordinary character that would be difficult or impossible to
replace, and that a breach of any provision of this Agreement would cause the other party to suffer
substantial and irreparable damage. Consequently, in addition to any and all remedies available at law, in
the event of an actual or threatened breach or violation of any provision of this Agreement, the non-
breaching party shall be entitled to seek an injunction restraining the breaching party from committing
any further breach or violation of this Agreement, and the parties hereby consent to the issuance of such
an injunction without need of a bond or a showing of actual damages. In addition, the non-breaching
party shall be entitled to recover all attorneys’ fees and court costs incurred by it in enforcing its rights
hereunder. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to
and not in limitation of any other remedies that the parties may have under this Agreement, at law, in
equity, or otherwise. Such rights and remedies shall survive the termination of this Agreement and shall
be enforceable by the parties and their successors and assigns. The federal and state courts in the State of
New York shall have exclusive jurisdiction over controversies arising from alleged actual or threatened
breach of this Agreement, and the parties irrevocably consent to the jurisdiction of those courts.

8. Miscellaneous.

8.1 This Agreement sets forth the entire understanding and agreement of the parties
with the respect to its subject matter and may not be modified or altered except by written agreement
of all parties hereto.

8.2 The terms and provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns, except that this Agreement may not
be assigned by either party without the prior written consent of the other party.

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 8.3 This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.

8.4 If any clause or provision contained in this Agreement operates or would operate
to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held
ineffective, as though not herein contained, and the remainder of this Agreement shall remain
operative and in full force and effect.

8.5 This Agreement shall remain in full force and effect following any termination of
the evaluation or negotiation of any business transactions between the parties, and shall survive until
such time as all Confidential Information disclosed under this Agreement becomes generally
available to the public other than as a result of a disclosure by the receiving party or any of its
Representatives in violation of this Agreement.

8.6 This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signature thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall have received
counterparts hereof, including by facsimile, signed by the other party hereto.

IN WITNESS WHEREOF, the parties hereunto have executed this Agreement as of the day
and year first written above.

STARCOMPLIANCE OPERATING, LLC

9200 Corporate Blvd, Suite 440
Rockville, Maryland 20850

_________________________________
By:
Date:
Title:

[INSERT NAME OF COMPANY]

[insert address]

__________________________________
By:
Date:
Title: