NON-CIRCUMVENTION & NDA AGREEMENT THIS NON-CIRCUMVENTION AGREEMENT (the “Agreement”) is made and entered this _____day of __________, 2015 by Gann Memorials, LLC, a North Carolina Limited Liability Company having its principle place of business at 6501 Creedmoor Road, Suite 205, Raleigh, NC 27613 (“GANN”) and ___________________ (Your Business Name), a ____ (State) corporation/sole proprietor /LLC with its principal office mailing address being ______________________________, (collectively referred to as the “Parties”) in order to protect ___________________’s (Your Business Name) proprietary information and relationships concerning certain third parties. In consideration of the mutual promises, terms and conditions between the Parties, the Parties agree as follows. 1. Non-Circumvention by GANN. GANN and all its affiliated companies, agents, employees, successors in interest or assigns, will not, during the term of its agreement(s) and/or relationship with ___________________ (Your Business Name) distribute, manufacture, purchase, or sell ___________________’s (Your Business Name) products or products based upon ___________________’s (Your Business Name) properties or ___________________’s (Your Business Name) licensed properties or any other products, product categories, licenses, without prior knowledge and express written consent of ___________________ (Your Business Name). Further, GANN and all its affiliated companies, agents, employees, successors in interest or assigns, will not, during the term of its agreement(s) and/or relationship with ___________________ (Your Business Name) or within three (3) years thereafter, engage in Non-Circumvention Conduct with third parties, including, without limitation, suppliers, licensors, customers, financial sources, manufacturers, consultants, that have been disclosed, introduced, otherwise provided to them, directly or indirectly, by ___________________ (“Your Business Name”), without prior knowledge and express written consent of ___________________ (Your Business Name). “Non-Circumvention Conduct” includes contacting, discussing, or transacting business with said Business Sources, their agents, employees, successors in interest or assigns. 2. Non-Circumvention by “ ___ “ (Your Business Name): ___________________ (Your Business Name) and all its affiliated companies, agents, employees, successors in interest or assigns, will not, during the term of its agreement(s) and/or relationship with GANN, or within three (3) years thereafter, engage in Non-Circumvention Conduct with any GANN supplier(s), without prior knowledge and express written consent of GANN. Again, “Non-Circumvention Conduct” includes contacting, discussing, or transacting business with said Business Sources, their agents, employees, successors in interest or assigns. Furthermore, ___________________ (Your Business Name) and all its affiliated companies, agents, employees, successors in interest or assigns, will not, during the term of its agreement(s) and/or relationship with GANN, or within three (3) years thereafter, engage in Non-Circumvention “Financial Discussions” with any GANN supplier(s), without prior knowledge and express written consent of GANN. “Financial Discussions” include sharing any communications involving both desired and/or billed wholesale and/or retail product and/or service related

pricing with said Business Sources, their agents, employees, successors in interest or assigns.

Sections 1 and 2 are only valid, once client has issued initial payment for product development services. Sections 3, 4 (disclosure statement only) and 5 are immediately applicable upon mutual party signature.

 3. Non-Disclosure. In addition, the Parties and all their affiliated companies, agents, employees, successors in interest or assigns will maintain complete confidentiality regarding each other’s Business Sources and Confidential Information, and will only disclose such Business Sources under mutual agreement, and only after written permission has been received from the other Party. Confidential Information shall include all information, whether in written, oral, electronic or other form, furnished or disclosed by one of the Parties to the other, including but not limited to all business and financial information, marketing and strategic plans, customers, employees, suppliers, analysis, reports, technologies, processes and operations, compilations, forecasts, pricing, studies, lists, summaries, notes, date, all terms and conditions included in any and all drafts of any agreements, and all other documents and materials concerning the Parties and their affiliates. The obligations of confidentiality set forth herein do not extend to any item of Confidential Information or Business Source which (i) at the time of disclosure was already known to the receiving party, (ii) is lawfully received by a receiving party from a third party not under a similar duty of confidentiality, (iii) is published or otherwise made known to the public without breach of this Agreement by the receiving party, (iv) is independently developed by the receiving party without reliance on Confidential Information (with supporting documentation evidencing such independent generation) or (v) was received either prior to the effectiveness of this Agreement or was received for the first time only after the termination or expiration of this Agreement. 4. In the event of either direct or indirect Circumvention or Disclosure by a Party, the other Party will be entitled to monetary compensation, equal to three times the maximum it would realize from any such transaction(s) and/or the contract price between ___________________ (Your Business Name) and GANN, plus expenses and any other consequential or other form of damages recoverable by law. 5. Governing Law and Venue. Notwithstanding any other written agreement between the Parties to the contrary, this Agreement shall be governed by the laws of the State of North Carolina and of the United States. Should ___________________ (Your Business Name) file any claim or legal action relating to this agreement or seeking enforcement thereof, any and all such disputes shall be resolved via mediation and/or litigation, in the County of __________, State of ____, United States of America. Should GANN file any claim or legal action relating to this agreement or seeking enforcement thereof, any and all such disputes shall be resolved via mediation and/or litigation, in the Counties of Durham or Raleigh, State of North Carolina, United States of America.

Gann Memorials, LLC _______________ (Your Name/Business)

[Owner/CEO] _______________ (Title)

__________________________

________________________ (Sign)

By __________________________ Date

By ________________________ Date