Confidentiality Agreement

This agreement is between Localsbest.com, and its companies and affiliates, (Company) and the
Independent Contractor/Employee (IC/E) as stated below for the purpose of reviewing or working
on Projects, Ideas and Concepts that are the property of Localsbest.com.

1. Conflict of Interest​: IC/E shall not render any services of a business, commercial, or professional
nature to any other person or organization which provides services of products substantially similar in use
or application to the Company’s services or products, while employed by the Company and without prior
written consent of the Company. IC/E shall not engage in any activity which competes with the interest
of the Company, whether the IC/E is acting by himself/herself or as an officer, director, IC/E, shareholder,
investor, participant or fiduciary of another company.

Nothing herein shall prevent the IC/E from acquiring or holding property, investing his/her property or
managing such investments from time to time, provided that such investment activities do not materially
interfere with or hamper performance of his/her duties for the Company or in any way compete with the
interests of the Company. It is not the intent of this clause to prevent interests or activities of the IC/E
which do not materially compete with the interests of the Company.

2. Confidentiality​: ​During the term of this Agreement, and following the termination of employment,
regardless of the manner or cause of such termination, the IC/E shall not, directly or indirectly, disclose to
any person, corporation or firm, competitor or otherwise, the name or requirements of any customer of the
Company. IC/E agrees not to divulge any other confidential information concerning the Companies
business acquired during or after employment or association with company.

IC/E SHALL NOT DISPLAY, SHOW, SHARE OR OTHERWISE CAUSE ANOTHER

INDIVIDUAL, COMPANY OR ENTITY TO SEE THE COMPANY’S WORK PRODUCT
WITHOUT THE COMPANY’S PRIOR WRITTEN APPROVAL. ANY COMPANY WORK
PRODUCT, OWNED OR PRODUCED BY OR FOR THE COMPANY, ITS AFFILIATES OR
CUSTOMERS, WHETHER IN PART OR IN WHOLE OR SIMILAR IN SUBSTANCE, MAY
NOT BE RECREATED OR REPRODUCED BY THE IC/E.

Upon termination of employment, the IC/E shall surrender to the Company all of its property which shall
be in his/her possession, including originals and any copies of any work provided, whether made by
him/her or provided by the Company, of all records including but not limited to current/prospective
customer lists, manuals, training materials, financial information, invoices, employee records, computer
specifications and code, or materials relating to customer accounts. Items that are not returnable such as
passwords will be destroyed, removed from IC/E computers or databases.

The IC/E shall keep all information pertaining to Customers and Customer’s business obtained during
employment or association with the Company and to abide by any confidentiality agreements which the
Company has in force with any Customer.

ALL DELIVERABLES AND INVENTIONS (WORK PRODUCT); CODE, WORK, SYSTEM

SPECIFICATIONS, PROPOSALS, REPORTS, SOFTWARE, DATA, WEBSITES, AND OTHER
INFORMATION GENERATED, MODIFIED, OR PURCHASED BY THE COMPANY,
CREATED BY IC/E OR BY OTHERS IN RELATION TO WORK DONE FOR OR AT THE
REQUEST OF THE COMPANY OR CUSTOMERS OF THE COMPANY, IS AND SHALL
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REMAIN THE PROPERTY OF THE COMPANY OR THE CUSTOMERS OF THE COMPANY.

THE COMPANY MAY MODIFY, DESTROY, RESELL OR USE SAID WORK PRODUCT AT
THEIR SOLE-DISCRETION.

The above mentioned deliverables and inventions cannot be used by the IC/E for any unauthorized
purpose either during or at any time after employment with the Company.

The IC/E will never profit by accepting monies, gifts, or any like-kind value from a Third-Party provider
for the Conpany’s use or purchase of software, services or products from Third-Party vendors that the
IC/E has set-up, signed up or otherwise obligated or encouraged the Company to use, whether or not there
is/was a cost related to said products or services.

While employed by the Company, IC/E will promptly inform the Company of all work product,
inventions, discoveries, improvements, innovations and ideas (collectively called “Developments”)
whether or not patentable, copyrightable or otherwise predictable—that IC/E conceives, completes or
reduces to practice (whether jointly or with others) and which:

(a) ​relate to the Company’s present or prospective business, or actual or demonstrably anticipated
research and development; or
(b) ​result from any work IC/E does using any equipment, facilities, materials, trade secrets or personnel
of the Company; or
(c)​ ​result from or are suggested by any work that IC/E may do for the Company.

IC/E hereby assigns to the Company and it affiliates or designee, IC/E’s entire right, title and interest in
all of the following that IC/E conceives or makes (whether alone or with others) while employed by the
Company:

(a)​ ​all Developments;

(b)​ ​all Copyrights, trade secrets, trademarks and mask work rights in Developments; and

(c) ​all patent applications filed and patents granted on any Developments, including those in foreign

countries.

In the event that the IC/E breaches this provision, the IC/E may be enjoined and restrained from
continuing violations of this provision. The Company will be entitled to loss of profits, and consequential
damages, and legal fees resulting from breach of this provision, and the IC/E indemnifies and holds the
Company harmless from any claims of other individuals or entities arising from any breach of this
provision.

3. COVENANT NOT TO COMPETE: ​During the IC/E’s employment with the Company and for a
period of one year after the termination of IC/E’s work for the Company, IC/E shall not perform services
or solicit business for services or products for any Customer for whom IC/E performed services as an
IC/E of the Company; or for any Customer where knowledge of said Customer’s requirements resulted
from IC/E’s association with the Company.

During the IC/E’s employment with the Company and after the termination of IC/E’s work for the
Company, IC/E shall not interfere with the Company’s relationships with its employees or subcontractors.
Specifically, IC/E shall not participate or give assistance in any attempted or successful effort of any other
business to engage the services of a Company IC/E or subcontractor; nor will IC/E encourage a Company
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Employee or subcontractor to leave the Company’s service.

During the IC/E’s employment with the Company and after the termination of the IC/E’s work for the
Company, the IC/E will keep confidential and not use for personal benefit or the benefit of any other
person or company, all confidential Company business information, including but not limited to the
identity of the Company Customers and prospective customers, salary information, contract rates and
expiration dates, details of the Company projects, marketing plans, and financial information.

In event that the IC/E breaches this provision, the IC/E may be enjoined and restrained from continuing
violation of this provision. the Company is entitled to loss of profits, and consequential damages, and
legal fees resulting from breach of this provision.

4. CUSTOMERS OF COMPANY: The IC/E acknowledges that all persons for whom the Company
performs services or provides IC/Es during the course of the Company business are and shall be the
Customers of the Company at all times during and after the term of employment of IC/E. This includes
all of said persons who may have been induced to give their patronage to the Company by the solicitation
and efforts of the IC/E or may previously have been customers of the IC/E.

5. ​TRADE NAME: Upon termination of his/her employment, the IC/E shall not publicly advertise or
promote that he/she was formerly an IC/E of the Company, and will refrain and desist from the use of the
name of the Company or any other similar names which would indicate association, affiliation, or right to
use the name the Company or its affiliates or assigns. This paragraph is intended to prevent the use of the
name the Company or by the IC/E for business gain, and shall not restrict the IC/E from using his/her
association with the Company as a reference in obtaining future employment or in responding to
necessary or customary inquiries concerning his/her former association with the Company.

By: Michael B.Bittner, Localsbest.com By: Pravin Prasad

Signature: __________________________ Signature: _________________________________

Dated: _____________________________ Dated: ____________________________________