CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT, (this Agreement) dated as of ____________, 2012, is made

by _____________________ (Receiving Party) in favor of BESADNO, LLC (Company). WITNESSETH WHEREAS, the Companys Confidential Information (as defined below) is vital to the success of the Companys business and has been or will be developed or attained by great efforts and expense to the Company; WHEREAS, Receiving Party acknowledges that he or she may be provided by the Company with Confidential Information concerning the Company, including its products and/or customers, and Receiving Party recognizes the importance of protecting the Companys rights in and to such Proprietary Information; and WHEREAS, Receiving Party understands the meaning and effect of the terms of this Agreement, and agrees that the restrictions contained herein are reasonable and necessary. NOW, THEREFORE, in consideration of the foregoing and of the covenants contained herein, and for other good and valuable consideration, Receiving Party hereby covenants and agrees with the Company as follows: TERMS AND CONDITIONS

1.

Confidential Information. Receiving Party acknowledges that he or she will receive certain technical, business and economic information from Company which is proprietary and confidential. For purposes hereof, Confidential Information shall mean and include any and all technical, business, economic, financial, legal, operational and other information relating to the present and future businesses and affairs of Company, which information is provided to the Receiving Party, whether such information is provided in written, oral, graphic, pictorial or recorded form or stored on computer discs, hard drives, magnetic tape or digital or any other electronic medium. Without limiting the foregoing, Confidential Information shall mean and include (i) all trade secrets, know-how, financial information, business plans, forecasts, customer/client lists, employee records, operational methods, technical processes, policies, methods, designs, sketches, renderings, works of authorship, object code, source code, data, computer programs, and software records, and (ii) any other trade secret, including, without limitation, all proprietary or confidential information relating to Companys technology.

2.

Non Use and Non-Disclosure.

(a) Receiving Party agrees to maintain the confidentiality of all Confidential Information he or she receives or otherwise obtains from Company, and agrees that he or she shall not disclose such

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information or transmit any documents or copies of documents containing such information to any party. (b) Receiving Party agrees that he or she shall use at least that standard of care with respect to protecting Confidential Information that he or she uses to protect his or her own proprietary and confidential information (but in no event less than reasonable care). Receiving Party further agrees that at no time shall he or she use or knowingly permit any other person or entity to examine, use, derive any benefit from, or otherwise exploit Confidential Information, without the prior written consent of Company. (c) The duty of non-disclosure shall not apply to information which is required to be disclosed pursuant to judicial order or other compulsion of law; provided, however, that Receiving Party shall provide to Company prompt notice of any such order and comply with any protective or similar order imposed on such disclosure.

3.

Ownership and Implied Rights. All Confidential Information shall remain the exclusive proprietary property of Company. Nothing in this Agreement shall be deemed to grant Receiving Party any rights in or to the Confidential Information, or any part thereof.

4. 5.

Return of Materials. Upon request from Company, Receiving Party shall promptly return to Company all materials incorporating Confidential Information and all copies of the same. Breach. In the event of a breach of this Agreement by Receiving Party:

(a) Receiving Party shall, upon demand by Company, immediately return to Company all materials incorporating Confidential Information and all copies of the same; (b) Company shall have the right to (i) recover its damages incurred by reason of such breach, including, without limitation, its reasonable attorneys fees and cost of suit, (ii) obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement, and (iii) pursue any other remedy available at law or in equity.

6.

Governing Law/Consent to Jurisdiction. This Agreement and any disputes arising under or in connection with it shall be governed by the laws of the State of New Jersey, without giving effect to the principles of conflicts of law thereof. The parties hereto each hereby submit himself or itself for the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of the federal and state courts sitting in the State of New Jersey, and waive any defense based on forum non conveniens, lack of jurisdiction or otherwise to the jurisdiction of such federal and state courts.

7.

No Representations or Warranties. The Confidential Information is being provided to the Receiving Party for informational purposes only and without representation or warranty, express or implied, by the Company as to its accuracy or completeness and without any responsibility on the Companys part to revise or update the Confidential Information. The Receiving Party acknowledge that he or she will make his or her own analysis and decisions without reliance on the Confidential Information, or on the Company, and based upon such investigation and analysis as the Receiving Party deems appropriate.

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8. 9.

No Contract or Guaranty of Employment. Receiving Party understands that this Agreement does not constitute a contract or guaranty of employment in any manner. Miscellaneous. This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof, superseding all previous oral or written communications, representations, understandings, arrangements or agreements. No waiver of any provision of this Agreement shall be effective unless in writing and executed by the party waiving the right. Failure to properly demand compliance or performance shall not constitute a waiver of a partys rights hereunder. If at any time during the term of this Agreement, any provision hereof proves to be or becomes invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. Nothing in this Agreement shall be construed as making either party the partner, joint venturer or agent of the other. Unless authorized in writing by the party to be bound, no party shall have the authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party. Receiving Party may not assign or transfer this Agreement in whole or in part without the prior written consent of Company. Subject to the foregoing, this Agreement shall inure to the benefit of the successors and assigns of Receiving Party. The signature of either partys representative constitutes an express representation that said representative has the authority to bind that party to the terms of this Agreement and that the Agreement is a binding obligation of that party, enforceable according to its terms. IN WITNESS WHEREOF, the undersigned has executed this Confidentiality and NonDisclosure Agreement as of the day and year first above written.

___________________________

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