This Confidentiality and Non-Disclosure Agreement (this "Agreement") is entered into as of the present date between HIFAM TECHNOLOGY and the recipient in regards of TASK FORCE.

With reference to the following facts:

WHEREAS the Undersigned desire to have access to Task Force web site and its Confidential lnformation (as defined in Section 1) for purposes of evaluating the product, potential business association or investment opportunities; and

WHEREAS Company has conceptualized the Project entitled “TASK FORCE” and invested substantial resources in research and development; and

NOW THEREFORE the Undersigned agree as follows:

1. For purposes of this Agreement, Confidential lnformation shall mean trade secrets, proprietary information, patents, trademarks, copyrights and other intellectual property, and any and all other materials, documents and information, regardless of form and regardless of whether such is marked with the words "confidential," "proprietary," "trade secret" or a similar legend,

(a) From which Discloser derives independent economic value, actual or potential (whether or not used in Discloser's business), due to the fact that such information is not generally known to the public or other persons in the software product or computer industries; or if generally known, is used, implemented, selected, arranged, assembled, grouped together or otherwise exploited by Discloser in such a way that is not generally known.

(b) Of which Discloser exercises reasonable efforts under the circumstances to maintain the secrecy and prohibit the unauthorized use and disclosure, of or to which Recipient has already obtained, or may obtain, knowledge or access through or as a result of viewing Discloser documents or having meetings or conversations with Discloser personnel or authorized agents or representatives.

Confidential lnformation includes, but is not limited to, the following types of information and other information of a similar nature (whether tangible or intangible and whether or not reduced to writing): discoveries, ideas, concepts, software programs in various stages of development, prototypes, designs, drawings, patterns, plans, procedures, specifications, techniques, models, data, source code, object code, documentation, diagrams, forecasts, flow charts, research, processes, procedures, "know-how" and inventions, applied theories and ideas, management information systems, operations methodologies, policies and procedures, marketing techniques and materials, price lists, pricing policies, identity of and information relating to developers, manufacturers, licensors and distributors, financial and personal information.

Confidential lnformation also includes any written or recorded summary or analysis of Confidential lnformation and any information described above that Discloser obtains from another party and which Discloser treats as proprietary or designates as Confidential lnformation, whether or not owned or developed by Discloser.

2. Confidential lnformation shall not include any information that

(a) Was on or before the date Recipient obtained such information, known to Recipient; and

(b) Was independently developed by Recipient without reference to Confidential lnformation received from Discloser; and

(c) Was lawfully received from a third party who was not under an obligation of confidentiality to Discloser; or

(d) Is or becomes generally known or available by publication, commercial use or otherwise through no fault of Recipient.

3. If Recipient prepares any written summary or analysis of any Confidential lnformation, Recipient shall ensure that such summary or analysis contains a prominent legend as to the confidential nature of the summary or analysis. Recipient further agrees not to disclose to any person or entity, without Discloser's prior written consent, the existence, subject matter or terms, conditions or other facts or circumstances of any discussions or negotiations between Recipient and Discloser and will treat this entire matter as strictly confidential. Recipient agrees to

(a) Hold any Confidential lnformation obtained by it in the strictest confidence; and

(b) Not to directly or indirectly reveal, report, publish, disclose or transfer any Confidential lnformation to any person or entity (other than officers, directors, employees, agents, advisors and representatives of Recipient on a "need to know" basis who have agreed, either as a condition of employment by Recipient or otherwise, to be bound by terms and conditions substantially similar to those in this Agreement); and

(c) Make copies of any Confidential lnformation without Discloser's prior written approval; or

(d) Utilize any of the Confidential Information for any purpose whatsoever (other than for the sole purpose of evaluating a proposed business transaction or association with Discloser).

4. All rights, title, and interest, including all intellectual property and proprietary rights, in and to any Confidential lnformation obtained by Recipient pursuant to this Agreement, and all copies thereof, shall be and remain the sole and exclusive property of Discloser. Recipient hereby assigns, transfers and conveys, and agrees to assign, transfer and convey to Discloser all rights, title and interest, if any, that Recipient may obtain or have in and to any summary or analysis of Discloser's Confidential lnformation prepared by Recipient hereunder. All of Discloser's Confidential lnformation, and any copies, summary, or analysis thereof, shall be promptly returned by Recipient to Discloser upon Discloser's request.

5. The recipient agrees that there will be no recording of any kind of conversations, meetings, prototype demonstrations, conducted live or using digital communication tools such as telephone, video or remote digital meeting software such as Zoom, Team, Skype, Facetime, Messenger, or any other communication tool.

6. Because of the unique nature of the Confidential lnformation, Recipient understands and agrees that Discloser will suffer irreparable harm in the event that Recipient fails to comply with the provisions of this Agreement and that monetary damages will be inadequate to compensate Discloser for such breach. Accordingly, the recipient agrees that Discloser will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive and other equitable relief to enforce the terms of this Agreement and to prevent any actual, potential or threatened violation of this Agreement by Recipient. Recipient expressly agrees that it shall bear all costs and expenses, including attorneys’ fees and costs, incurred by Discloser in enforcing the provisions of this Agreement. Recipients shall indemnify, defend and hold harmless Discloser from and against any and all claims, damages, liabilities, losses and expenses (including attorneys’ fees and costs) arising out of or relating to Recipient's breach of any of the terms or conditions of this Agreement.

7. Each party's obligations under this Agreement shall continue in perpetuity, subject to the exceptions contained herein.

8. This Agreement shall be governed by the applicable laws of the State of the location of Company listed in the preamble to this agreement and the Undersigned expressly submits to jurisdiction and venue of the State and Federal courts located in the County where the Company is located. This Agreement contains the entire and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties. This Agreement shall be binding on the party's successors and assigns.