Confidentiality and Non-disclosure Agreement

This Agreement is entered into as of the date below by the Disclosing Party and Receiving Party wish to discuss and exchange certain items and information related to the products and software programs found at TRAFFICDOMINATION.ORG (the "Invention") which the parties hereto consider highly confidential and proprietary.

WHEREAS, the Disclosing Party and Receiving Party wish to discuss and exchange certain items and information related to the products and software programs found at TRAFFICDOMINATION.ORG (the "Invention") which the parties hereto consider highly confidential and proprietary.

WHEREAS, the Receiving Party will have access to and will receive confidential and/or proprietary information from the Disclosing Party.

NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agree as follows:

1. DEFINITIONS

1.1 ."Invention" shall mean all information relating to the proprietary products, information and software programs found at TRAFFICDOMINATION.ORG.

1.2. "Confidential Information" shall mean all information provided by Disclosing Party with respect to the Invention regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents.Confidential Information shall also include all information related to the Invention provided by Disclosing Party to Receiving Party prior to the signing of this agreement.Confidential Information shall not include any of the following:

(a) such information in the public domain at the time of the disclosure, or subsequently comes within the public domain without fault of the Receiving Party;

(b) such information which was in the possession of Receiving Party at the time of disclosure that may be demonstrated by business records of Receiving Party and was not acquired, directly or indirectly, from Disclosing Party; or

(c) such information which Receiving Party acquired after the time of disclosure from a third party who did not require Receiving Party to hold the same in confidence and who did not acquire such technical information from Disclosing Party.

1.3. "Disclosing Party" shall mean the party disclosing information to the other relating to the Invention.

1.4. "Receiving Party" shall mean the party receiving information from the other relating to the Invention.

2. USE OF CONFIDENTIAL INFORMATION

The Receiving Party agrees to:

(a) receive and maintain the Confidential Information in confidence;

(b) examine the Confidential Information at its own expense;

(c) not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party;

(d) not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party;

(e) limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it;

(f) not use or utilize the Confidential Information without the express written consent of Disclosing Party;

(g) not use the Confidential Information or any part thereof as a basis for the design or creation of any method, system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information unless expressly authorized in writing by Disclosing Party; and

(h) utilize the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.

3. GOVERNING LAW

This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of New York and the parties agree to submit to the non-exclusive jurisdiction of the courts of the United States, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.

4. NO LICENSE

Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right.

5. BINDING NATURE OF AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

6. PROVISIONS SEPARABLE

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

7. OBLIGATION

It is understood that this Agreement is not intended to, and does not, obligate either Party to enter into anyt further agreements or to proceed with any relationship or other transaction.

8. TERM AND EXPIRATION

The obligations of the Receiving Party herein shall be effective for a period of two (2) years from the date the Disclosing Party last discloses any information to the Receiving Party pursuant to this Agreement unless earlier waived by the Disclosing Party. Further, the obligation to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the Receiving Party, nor by the rejection of any agreement between Disclosing Party and Receiving Party, by a trustee of the Receiving Party in bankruptcy, or by the Receiving Party as a debtor-in-possession or the equivalent of any of the foregoing under law. Upon expiration of the period of confidentially, or within three (3) days upon notice of the written request of the Disclosing Party, all information and copies thereof, including but not limited to information stored on any computer media in machine readable form (including security and back-up copies) in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed, at the option of the Disclosing Party.

9. ENTIRE AGREEMENT

This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties regarding Confidentiality and Non-Disclosure, and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. This agreement is subjugated by and goverened by the Terms of Service Agreement. If there is any conflict, assumed conflict or interpreted conflict, or other type of conflict between these two Agreements, the interpretation belonging to the Terms of Service Agreement shall take precedence and control over this Confidentiality and Non-Disclosure Agreement. Nothing in this current Agreement shall eclispe, make void, make invalid or otherwise discredit the Terms of Service Agreement.