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NDA AND NON-SOLICITATION This NDA & Non-Solicitation (this “Agreement”) is entered into effective this day _____________________, by and between Var.net LLC, a Colorado Limited Liability Company (referred to in this document as “Party” or “Parties”) , and _________________________________________ (referred to in this document as “Party or Parties”).

Agreement In consideration of the foregoing, the benefits to be derived hereunder and the mutual promises contained herein, the Parties hereby agree as follows:

1. Confidential Information. “Confidential Information” means: a. all information, documentation, records, files and data in any form or medium whatsoever disclosed

or made available by a Party or its agents to the other Party or its agents or affiliates, including, without limitation, a Party's, business plans, policies and information concerning contacts, suppliers and sources of supplies, assets and employees, and any copies thereof of any such information, as well as all data and information derived from such information and material; and

b. the existence of discussions concerning a potential investment and business relationship between

Parties. The Parties acknowledge that information that is not novel or copyrighted may nonetheless be Confidential Information.

2. Obligations. In consideration of the disclosure to a Party of Confidential Information, the other Party hereby agrees to treat the Confidential Information, and to hold all notes, records, correspondence, memoranda, files, and other media of any kind that contain any Confidential Information, in confidence and to undertake the following obligations with respect thereto: a. to use the Confidential Information solely and exclusively for the purpose of evaluating the possible use of

Var.net’s software product(s) for the Party’s clients (the “Transaction”), and for no other purpose whatsoever; b. to receive, use, deal with and treat the Confidential Information, in total and complete confidence, as

trade secrets, in each and every respect; c. not to duplicate, disclose or disseminate any Confidential Information, for any purpose whatsoever, at any

time, to any person other than such Party’s employees and its agents, accountants, advisers and attorneys engaged to assist it in the evaluation of the Transaction on a need to know basis and provided that, with respect to employees, each such employee also is contractually required to keep such information confidential and, with respect to representatives, such Party shall require all of its representatives who do not have an ethical obligation of confidentiality to enter into an agreement substantially the same as this Agreement to keep such obligations confidential; and

3. Exceptions to the Confidentiality and Non-Use Obligations. The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information:

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a. was known to the Receiving Party prior to the disclosure of the Confidential Information by the Disclosing Party; or

b. was, or becomes through no breach of the Receiving Party’s obligations hereunder, available to the public;

or c. was or becomes known to the Receiving Party from sources other than the Disclosing Party under

circumstances reasonably believed by Receiving Party not to involve any breach of any confidentiality obligation; or d. is independently developed by the Receiving Party without the use of any other Confidential Information.

4. Covenant against Solicitation. Var.net and the Party covenant that neither entity shall not directly or indirectly, alone or in concert with others during the term of this Agreement set forth in Section 7 below, for any reason, do or undertake any of the following activities:

a. solicit, divert, accept business from or otherwise take away or interfere with any present client or

customer or account; b. solicit, divert or induce any employees to leave; or c. solicit, direct or induce any independent contractors, outside sales agents, or outside consultants to

terminate their relationship with either entity. 5. Injunction. In the event of a breach or threatened breach by a Party of the provisions of paragraphs 2 and 4

above, the other Party shall be entitled to an injunction restraining such Party from using or disclosing Confidential Information or from engaging in competitive activities prescribed by such paragraphs. The Parties further agree that a violation of such provisions will cause immediate and irreparable damage to the disclosing Party. Nothing contained in this Agreement shall prohibit any party from also pursuing any other remedies available at law, and no action by any party in pursuing any other remedies shall constitute an election to forego other remedies.

6. Severability and Modification. If any provision contained herein is deemed to be unenforceable by a court of competent jurisdiction, the Parties agree that such court may modify and enforce such provisions to the extent that it believes to be reasonable under the circumstances existing at the time and to the extent such modification presents the basic intent of the Parties. Such unenforceability shall not affect the validity of any other provision.

7. Survival. Your obligations with respect to the Confidential Information shall survive any termination or other

cessation of discussions and transactions contemplated hereby and shall remain in full force and effect for a period of two (2) years from the date hereof. This agreement shall be applicable to your successors and assigns.

8. Negation of Licenses. No rights or licenses, express or implied, are hereby granted to either Party to any Confidential Information of the other Party, including without limitation any patents, trademarks, service marks, trade names, copyrights or trade secrets of any Party, as a result of or related to this Agreement.

9. No Obligation to Complete Transaction. The Parties to this Agreement hereby acknowledge that this Agreement shall not obligate or bind either Party to enter into or complete a business relationship or restrict in any way either Party from discussing or completing a transaction with any other party.

10. Costs of Enforcement. In the event of a dispute between the Parties arising under this Agreement, the Party prevailing in such dispute shall be entitled to collect its reasonable costs from the other Party, including, without limitation, court costs and reasonable attorneys' fees.

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11. Governing Law. This Agreement shall be construed in accordance with, and governed by the substantive

laws of, the state of Colorado, without reference to principles governing choice or conflicts of laws.

12. Entire Agreement. This Agreement executed contemporaneously herewith constitutes the entire agreement between the Parties hereto with respect to the subject matter contained herein, and there are no covenants, terms or conditions, express or implied, other than as set forth or referred to herein. This Agreement supersedes all prior agreements between the Parties hereto relating to all or part of the subject matter herein. No Party has made any representations, oral or written, modifying or contradicting the terms of this Agreement. The Parties may not amend, modify or cancel this Agreement except as provided herein or by a written agreement signed by all the Parties to this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above. Legal Business Name: ______________________________ Var.net LLC, a Colorado Limited Liability Company Authorized Agent Name: ___________________________ Name: ___Sarah Miles _______________________ Title: __________________________________________ Title: ___President__________________________ Signature:_________________________________________ Signature: __________________________________ Date : _________________________________________ Date: ______________________________________

** Please scan and email executed agreement to: signup@var.net