MUTUAL NONDISCLOSURE AGREEMENT

This MUTUAL NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (“Agreement”) is dated as

of _____________________, (“Effective Date”) by and between
________________________________________, having its place of business at
______________________________________________________ (the “Company”) and
Cosmic Wire, Inc., a Delaware Corporation (“CW”) having its place of business at 1521 Alton
Road #718, Miami Beach, Florida, 33139. This agreement governs the disclosure of information
and treatment of such information by the parties.

To facilitate discussions between the parties related to developing a potential business relationship
between CW and the Company (the “Purpose”), the Company and CW have determined to
establish terms governing the use and protection of Confidential Information (as defined in Section
1 below) that a party may disclose to the other party. The parties hereby agree as follows:
1. Definition. “Confidential Information” means all confidential and proprietary information of
any nature of the disclosing party disclosed by the disclosing party (the “Discloser”) to the
receiving party (the “Recipient”) in connection with the parties’ discussions related to the Purpose
(as defined below) whether or not marked or otherwise noted as confidential. Confidential
Information may be disclosed by Discloser in written or other tangible form (including on magnetic
media) or by oral, visual or other means. Confidential Information includes, without limitation, all
information disclosed by the Discloser (a) that, whether or not related to the Purpose, should
reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to
a third party to whom Discloser owes a duty of confidentiality because of legends or other
markings, the circumstances of disclosure or the nature of the information itself and (b) information
of or relating to Discloser’s products, source code, object code, drawings, know-how, formulas,
designs, processes, products, ideas, inventions and other technical, business and financial plans,
processing information, pricing information, specifications, research and development
information, customer lists, the identity of any customers or suppliers, forecasts and any other
information relating to any work in process, future development, forecasts, manufacturing plans,
marketing plans, strategies, financial matters, personnel matters, present or future products,
investors or business operations of Discloser, the identities of any of the Discloser’s equity owners,
investors or potential investors, the existence of and any discussions relating to the Purpose as well
as the terms of this Agreement or any other written agreement between the parties.
2. Use of Confidential Information. Recipient may use the Confidential Information only for the
Purpose and shall safeguard the Discloser’s Confidential Information from unauthorized use and
disclosure to the same extent that the Recipient safeguards its own Confidential Information, and
shall use at least commercially reasonable efforts to safeguard such information. In the event of
the Recipient’s threatened or actual breach of the terms of this Agreement, the Discloser shall be
entitled to seek: (a) all equitable remedies, including immediate injunctive and other equitable
relief enjoining the Recipient and every other party from breaching the terms of this Agreement;
and (b) any other legal remedies that may be available. The rights and remedies herein provided
are cumulative and are not exclusive of any rights or remedies that the Discloser may otherwise
have in law or in equity.

3.Obligations. Recipient will hold in strict confidence and not disclose to any third party the
Confidential Information of Discloser, except as set forth herein. Recipient will use such
Confidential Information for no purpose other than the Purpose. Notwithstanding anything to the
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contrary contained in the foregoing, (a) Recipient shall not be in violation of this Section 3 with
regard to a disclosure that was in response to a valid order or other requirement by a court or other
governmental body or regulatory body (however, to the extent practicable or lawful, Recipient
agrees to provide Discloser with prior written notice of such disclosure in order to permit Discloser
to seek confidential treatment of such information) and (b) Recipient may disclose Confidential
Information to its officers, directors, agents, employees, contractors, consultants, advisory clients,
and financial and legal advisors (collectively, “Representatives'') having a need to know the
Confidential Information in connection with the Purpose and who have agreed to maintain the
confidentiality of the Confidential Information in a manner consistent with the terms herein or who
are otherwise bound by this Agreement. Recipient shall be responsible for the failure of any
Representative to use and maintain the Confidential Information in compliance with this
Agreement.
4. Exceptions. Recipient’s obligations under this Agreement with respect to any portion of
Discloser’s Confidential Information shall not apply to information that: (a) was publicly available
at the time it was communicated to Recipient by Discloser; (b) becomes publicly available after it
was communicated to Recipient by Discloser through no fault of Recipient; (c) was in Recipient’s
possession free of any obligation of confidence at the time it was communicated to Recipient by
Discloser; (d) was obtained by Recipient from a third party having the right to disclose such
Confidential Information without a breach of any obligations of confidentiality; or (e) was
independently developed by Recipient without reference to any Confidential Information of
Discloser.
5. No Obligation. This Agreement imposes no obligation on a party to exchange Confidential
Information or proceed with any business opportunity or transaction. Each party understands and
acknowledges that in the regular course of business the other party may engage in discussions or
transact business with a broad range of companies, some of which may be or may become direct
competitors of the other party, and nothing in this Agreement is intended to prohibit or restrict a
party from discussing or working with companies that are competitive with the other party. The
Discloser makes no representation that the Confidential Information provided to the Recipient is
complete or accurate, nor does it provide any warranty at all (including, without limitation, of
merchantability, fitness for a particular purpose, or non-infringement) concerning the Confidential
Information.
6.. Violation by Recipient. The Recipient shall notify the Discloser immediately upon discovery
or suspicion of any unauthorized disclosure or use by the Recipient or its Representatives of the
Discloser’s Confidential Information. The Recipient will provide reasonable cooperation to the
Discloser to help the Discloser regain possession of its Confidential Information, and to prevent
further unauthorized use or disclosure thereof. In the event of the Recipient’s threatened or actual
breach of the terms of this Agreement, the Discloser shall be entitled to seek: (a) all equitable
remedies, including immediate injunctive and other equitable relief enjoining the Recipient and
every other party from breaching the terms of this Agreement; and (b) any other legal remedies
that may be available. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that the Discloser may otherwise have in law or in equity.
7. No Licenses. Recipient understands and agrees that nothing contained in this Agreement shall
be construed as granting any property rights, by license or otherwise, to any Confidential
Information of Discloser, or to any invention or any patent, copyright, trademark, or other
intellectual property right that has issued or that may issue, based on such Confidential
Information. Recipient will not make, have made, use or sell for any purpose any product or other
item using, incorporating or derived from any Confidential Information of Discloser. Confidential
Information shall not be reproduced in any form except as required to further the Purpose. Any
reproduction of any Confidential Information of Discloser by Recipient shall remain the property
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of Discloser and shall contain any and all patent, copyright, trademark, and other proprietary rights
notices and confidentiality legends which appear on the original, unless otherwise authorized in
writing by Discloser.
8. Return of Materials. Any tangible copies of Confidential Information (including materials or
documents), which have been furnished to the Recipient, will be promptly returned by the
Recipient accompanied by all copies of such documentation or promptly destroyed (including all
electronic files and formats), upon the written request of the Company, with such destruction being
certified in writing by a representative of the Recipient who has personally witnessed the
destruction thereof. It is understood that information in an intangible or electronic format
containing Confidential Information that cannot be removed, erased or otherwise deleted from
archival systems (also known as “computer or system back-ups”) will continue to be protected
under the confidentiality requirements contained in this Agreement and the Recipient shall
continue to be bound by the obligations of confidentiality hereunder. Notwithstanding the
foregoing, the Recipient may retain one (1) copy of any work product prepared by them that
contains Confidential Information to the extent necessary pursuant to comply with applicable law
or regulatory requirements; provided that the Recipient shall continue to be bound by the
obligations of confidentiality hereunder beyond the period set forth in Section 9 and shall use such
work product only for purposes of compliance with applicable law or regulatory requirements.

9. Term and Termination. This Agreement shall commence on the Effective Date and shall
continue for a period of twenty-four (24) months (“Term”). The parties hereto acknowledge that
in the event that there is (x) a public offering of equity securities of a party or its affiliates registered
under the Securities Act of 1933 or (y) the equity securities of a party or its affiliates become listed
and publicly traded on a national securities exchange, this Agreement will not prohibit the other
party from purchasing or selling such equity securities thereof so long as such purchase or sale are
not otherwise prohibited under applicable securities laws. The confidentiality obligations
established hereunder shall survive any termination of this Agreement for a period of 12 months.
10. Irreparable Harm; Injunctive Relief. Recipient acknowledges that any material breach of
this Agreement by Recipient could constitute, irreparable harm to Discloser for which monetary
damages may be an inadequate remedy, and entitle Discloser to seek immediate injunctive relief,
as well as such further relief as may be granted by a court of competent jurisdiction.
11. Severability. If any provision of this Agreement is found by a proper authority to be
unenforceable or invalid such unenforceability or invalidity shall not render this Agreement
unenforceable or invalid as a whole and in such event, such provision shall be changed to the
minimum extent necessary and interpreted so as to best accomplish the objectives of such provision
within the limits of applicable law or applicable court decisions.
12. Notices. All notices or reports permitted or required under this Agreement shall be in writing
and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified
or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five
(5) days after deposit in the mail, or upon acknowledgment of receipt of facsimile transmission.
Notices shall be sent to the addresses set forth at the end of this Agreement or such other address
as either party may specify in writing. Any notice required herein shall be made if and only to the
extent that such notice is not prohibited under applicable law or regulation.
13. Governing Law/Disputes. This Agreement shall in all respects be governed by the laws of the
State of Florida applicable to agreements executed and wholly performed within such State,
without regard to any conflict of laws principles thereof. Each Party to this Agreement irrevocably
(a) submits to the sole and exclusive jurisdiction of any state or federal court located in Miami-
Dade County, Florida in litigating any action or proceeding arising out of or relating to this
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Agreement or the transactions contemplated hereby, and (b) agrees that any such action or
proceeding may be litigated only in such courts. Each Party to this Agreement hereby waives any
and all rights to a jury trial in any action arising hereunder. Each Party to this Agreement hereby
irrevocably consents to personal jurisdiction by such courts and waives, to the fullest extent
permitted by law, the defenses of lack of personal jurisdiction, inconvenient forum, and improper
venue to the maintenance of any such action or proceeding. Each Party to this Agreement hereby
authorizes and accepts service of process sufficient for personal jurisdiction in any action against
it as is contemplated by this section by certified or registered mail, return receipt requested, to its
address for the giving of notices as set forth in this Agreement. Any final judgment rendered against
a Party in any such action or proceeding shall be conclusive as to the subject of such final judgment
and may be enforced in other jurisdictions in any manner provided by law. In the event of any
action or proceeding between the Parties arising out of or relating to this Agreement, the prevailing
Party shall be entitled to recover and shall be awarded, in addition to any other relief awarded or
granted, its costs and expenses (including reasonable attorneys’, experts’, and other professionals’
fees) incurred in any such action or proceeding and any appeal in connection therewith. The
prevailing Party in any arbitration (or any other legal proceeding) shall be entitled to
reimbursement from the other Party of all costs of the arbitration (or other legal proceeding,
respectively), including but not limited to filing fees and expenses, arbitrator fees and expenses,
witness fees and expenses, and reasonable attorneys’ fees and expenses
14. General. This Agreement may not be amended except by a writing signed by both parties
hereto. The terms of this Agreement shall govern and supersede the terms of any website or click-
through agreement for an on-line data room containing Confidential Information relating to a party
or the Purpose. Neither party will assign or transfer any rights or obligations under this Agreement
without the prior written consent of the other party. Any assignment in violation of this provision
will be void. This Agreement will be binding upon Recipient’s valid heirs, successors and assigns.
This Agreement sets forth the entire understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all other oral or written representations and understandings.
This Agreement may be executed in counterparts, each of which when so executed and delivered
will be deemed an original, and all of which together shall constitute one and the same agreement.
This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile
signature will be deemed to have the same effect as if the original signature had been delivered to
the other party.

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IN WITNESS WHEREOF, the parties hereto have caused this Mutual Nondisclosure
Agreement to be executed as of the Effective Date.

Cosmic Wire, Inc. Company/Client

By: _______________________________ By: _______________________________

Name: ____________________________
Jerad Finck Name: _____________________________

Title: _____________________________
CEO Title: ______________________________

Email: ____________________________
[email protected] Email: _____________________________

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