CONFIDENTIAL DISCLOSURE AGREEMENT

This Confidential Disclosure Agreement (“Agreement”) is entered into and effective by entering Name, Email, and Address below, by and between (“Discloser”) and  (“Recipient”). This is required before viewing content.

A. Recipient desires to learn, for the purpose of considering a business relationship with Discloser, certain confidential and proprietary information concerning Discloser’s products and/or services and/or business concepts and/or contacts.

B. Discloser is prepared to disclose the Confidential Information expressly conditioned upon and subject to the terms of this Agreement.

C. Confidential Information shall include, but shall not be limited to, Discloser’s ideas, creations, textual descriptions, graphic representations, pictures, oral presentations, business plans, business methods, strategies, documents, communications, agreements, prototypes, software, trade secrets and any other materials however embodied and whether presented, conceived or developed by Discloser in the past, present or future (collectively “Confidential Information”).

WHEREFORE, based upon the foregoing and in consideration of the recitals and the Parties’ mutual promises and covenants herein contained, they agree as follows:

1. Upon execution of this Agreement, Discloser agrees to disclose to Recipient certain items of the Confidential Information.

2. Recipient agrees to receive and hold the Confidential Information, and any previously or subsequently disclosed Confidential Information, in confidence and not to use or disclose the Confidential Information commercially for its own benefit or the benefit of anyone else. If Recipient desires to disclose the Confidential Information to any other persons or entities, Recipient shall so notify Discloser and Discloser shall determine, in his sole and absolute discretion, whether Recipient may disclose Reckless In Vegas’ Toast and Jam with anyone. Confidential Information to such persons or entities and, if so, such persons or entities shall sign a copy of this Agreement before any disclosure may be made.

3. It is agreed that the obligations of confidentiality, non-disclosure and non- use imposed hereunder will apply to all Confidential Information disclosed by Discloser to Recipient (whether or not such information is obtained by Recipient after the effective date of this Agreement from other sources, including without limitation from third parties or independent derivation), except the following: (a) information that Recipient reasonably demonstrates, by presently existing written documentation, was developed by Recipient or was known by the Recipient because it was in the public domain as of the effective date of this Agreement and is not otherwise a protectable trade secret or confidential record of business by the Discloser; or (b) information that Recipient reasonably demonstrates was already known to Recipient as of the effective date of this Agreement, as evidenced by presently existing written documentation; or (c) information that Recipient reasonably demonstrates, by existing documentation, is in the public domain and was put in the public domain by a third party, other than Recipient, in breach of a signed confidential disclosure agreement with Discloser and Recipient is aware of such breach, provided, however, it is further agreed that the above exceptions are to be narrowly construed and that Recipient’s obligations imposed under this Agreement are relieved solely with respect to those specific elements or portions of the Confidential Information which fall within the above exceptions and not with respect to other portions, other combinations, or characteristics of the Confidential Information, including without limitation its advantages, operability, specific purposes and uses.

4. Recipient shall not make, or permit to be made, copies of any materials containing in full or part, Confidential Information. Recipient shall make reasonable efforts, while the Confidential Information is in Recipient’s possession, to keep such Confidential Information reasonably inaccessible from any third persons.

5. Nothing in this Agreement shall be deemed, by implication or otherwise, to convey to Recipient any rights under any intellectual property interest including, but not limited to, patents, patent applications, copyrights, trademarks, trade secrets, rights of privacy or publicity, inventions or any other intellectual property owned by Discloser, nor shall this Agreement be deemed a commitment of any kind by either Recipient or Discloser to enter into any further agreement with the other. Should the Parties enter into any such further agreement, this Agreement shall not terminate, but shall continue in full force and effect according to the terms and conditions hereof. All rights or privileges not expressly granted to the Recipient by this Agreement are expressly reserved to the Discloser.

6. In providing the Confidential Information to Recipient under this Agreement, Discloser makes no representation or warranty, either express or implied, as to its adequacy, sufficiency or freedom from defect of any kind.

7. Recipient shall not disclose to any other person the fact that (a) the Confidential Information has been made available to Recipient or (b) discussion or negotiations are taking place concerning the Confidential Information or any terms, conditions or other facts with respect thereto; or (c) that Recipient is performing work on behalf of Discloser, without Discloser’s express written consent.

8. Upon thirty (30) days written notice to the other party, either party may terminate this Agreement; provided, however, that all obligations of confidentiality and non-use, as well as those set forth in paragraphs 4 and 5 above, shall survive the termination of this Agreement for a period of five (5) years. On termination, Recipient shall return to Discloser the Confidential Information and all reproductions, copies and embodiments thereof, including without limitation items in both tangible form and those which may be electronically stored. Recipient shall further purge all electronically stored copies from its computers, networks and/or other storage mediums.

9. This Agreement shall be governed and construed in accordance with the laws of the state of Nevada, and the Parties agree that it is executed and delivered in that state. In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, the Parties agree that such action shall be brought in a court of appropriate jurisdiction in the state of Nevada and the Recipient consents to personal jurisdiction in the state of Nevada.

10. Recipient acknowledges and agrees that money damages would not be a sufficient remedy for any breach by it of this Confidentiality Agreement (accordingly, Discloser shall be entitled to equitable relief, including injunction (both permanent and immediate) and specific performance, without need to post bond, as a remedy for any such breach, in addition to its rights to recover money damages. Such remedies shall not be deemed to be the exclusive remedies for a breach by Recipient but shall be in addition to all other remedies available at law or in equity. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys’ fees, expert witness fees and legal expenses as may be fixed by a court of competent jurisdiction.

11. This Agreement is binding upon Recipient, its officers, agents, employees, affiliated companies and successors, and the individual signatory hereto, and those persons who operate under the direction and control of the Recipient.

12. If any provision of this Agreement should be held to be void or unenforceable, in whole or in part, such provision or part thereof shall be treated as severable, leaving valid the remainder of this Agreement.

13. For purposes of interpretation, the language in this Agreement shall be deemed to be the language of both Parties and neither party shall be deemed to be the drafting party.

14. This agreement may be executed in counterparts, which taken together shall constitute one document. Fax signatures shall be effective as originals.

15. By entering Name, Email, and Date below, Recipient signifies its agreement to all of the terms and conditions of this Agreement and personally covenants, represents and warrants that the individual(s) have the authority to bind Recipient. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, and its effectiveness shall date from the earlier of the date first written above or the date of the last signature below.