Step One – SOPs

This NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (“Agreement) is made and entered into on above form date, (“Effective Date”), by and between:
____Mark Wright__________
Print Full Name – above
____Managing Partner____
Title – above
____Wrights Global Holdings_
Company Name – above

Company & authorized signature(s) has provided and will be providing to the Recipient(s) certain information which is confidential or proprietary in nature in connection with Company and the Transactions (“Evaluation Material”).
WHEREAS, in order to facilitate discussions between the parties relating to the Transactions, Company has disclosed and will disclose certain confidential and proprietary information concerning Company to the Recipients for Recipient’s review and evaluation for the purpose of considering and/or facilitating the Transactions.
NOW THEREFORE: For good value and consideration, the receipt(s) and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Confidential Information and Trade Secrets:
As used in this Agreement, the term “Confidential Information “means any and all confidential and proprietary information, other than Trade Secrets (as defined below), including, but not limited to the Evaluation Material, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Company or the parties to the Transactions introduced to the Recipients by the Company (the “Transaction Parties”), applicable to or in any way related to: (I) the present or future business of Company or any of its Affiliates (as defined below) or the Transaction Parties; (ii) the research and development of Company or any of its Affiliates or the Transaction Parties; or (iii) addresses, contact names, telephone numbers, facsimile numbers, E-mail addresses, telex numbers, bank codes, account numbers, financial references and such other private information regarding the Transaction Parties; or (iv) the business of any client, consultant, supplier, distributor or vendor of Company or any of its Affiliates or the Transaction Parties. Such Confidential Information includes the following property or information of Company and its Affiliates and the Transaction Parties, by way of example and without limitation, business strategies and organization, licenses, all plans or strategies for marketing, development and pricing, business plans, financial plans and statements, profit margins and all information concerning existing or potential clients, consultants, suppliers, distributors, vendors, investors, brokers, strategic partners or other business relationships. Confidential Information of Company and the Transaction Parties also means all similar information disclosed to Company and the Transaction Parties by third parties which is subject to confidentiality obligations. As used in this Agreement, “Trade Secrets” means information, including, but not limited to, know-how, technical or nontechnical data, formulas, patterns, compilations, methods, inventions, techniques, drawings, processes, designs, programming plans and sources, other product plans, or a list of actual or potential customers, suppliers or distributors and otherwise as defined by applicable law, which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The term “Affiliates” means (I) all persons or entities controlling, controlled by or under common control with, Company, (ii) all companies or entities in which Company owns an equity interest and (iii) all predecessors, successors and assigns of those Affiliates identified in (I) and (ii). Recipient acknowledges and agrees that the Confidential Information and Trade Secrets are the sole and exclusive property of Company, that Company owns all worldwide copyrights, and all other property rights therein and that the Evaluation Materials constitute Trade Secrets and/or Confidential Information of Company and/or the Transaction Parties, as the case may be.

2. Authorized Disclosure of Confidential Information:
The Recipient(s) acknowledges the economic value of the Confidential Information and Trade Secrets and therefore the Recipient(s) shall: (a) use the Confidential Information exclusively for the purposes of evaluating the Transactions and the Transaction Parties; and not disclose the Confidential Information and Trade Secrets to any other person or entity without the prior written consent of Company; (b) advise the Representatives of their respective obligations may be directly enforced against each of them as a condition of disclosing any Confidential Information and Trade Secrets to each of them and provide an original of such writing; and copy the Confidential Information and Trade Secrets only as necessary for those Representatives who are authorized to receive it hereunder, ensure that all confidentiality notices are reproduced in full on such copies and account for the return or destruction of all copies or reproductions of the Confidential Information and Trade Secrets. Recipient(s) acknowledges that Recipient(s) obligations with regard to all Confidential Information shall remain in effect during the entire business relationship of Company and Recipient(s) and for a Period No Less than Ten (10) years after the termination of said relationship (the “Restricted Period”) and with respect to Trade Secrets, as long as protected by applicable law. All data or information disclosed to Recipients hereunder shall be considered “Confidential Information” or “Trade Secrets,” whether or not labeled as confidential or trade secrets.

3. Non-Disclosure:
Except for the disclosures discussed in Section 2 above, during the Restricted Period, neither the Recipients nor the Representatives will disclose to any person any Confidential Information or Trade Secrets disclosed to the Recipients concerning Company, the Transaction Parties and their respective businesses, any documents prepared or provided by Company or the Transaction Parties or any of their respective officers, directors, employees, agents, owners, advisors or their respective representatives (the “Disclosing Parties”) or any reproduction of such Confidential Information and Trade Secrets or documents. Except for the disclosures discussed in Section 2 above, in addition, during the Restricted Period, neither Recipients nor Recipient’s Representatives will make any disclosure that he or they are having or have had discussions concerning the Transactions or that Recipients or the Representatives have received the Confidential Information and Trade Secrets or are considering, evaluating or participating in the possible Transactions.

4. Non-Disparaging Clause:
Recipient(s) shall agree to a 10-Year Non-Disparaging Clause: The Recipient’s, will agree, in part or in whole, not to, nor will cause harm to: his Business or “Doing Business as”: Wrights Global Holdings Inc., DBA Wrights Global Holdings XXX

Companies, or Mr. Mark Wright personally, Including, but not limited, Interest, Investments, personal or professional reputation, or otherwise. Take any action which is intended to, or would reasonably be expected to harm Mr. Mark Wright and his Affiliates or Companies, in part or in whole, personal or public, their reputation or reasonably be expected to lead to unwanted, unfavorable, publicity, regardless of nature, whether through any written, or oral statement or image (including, but not limited to, any statements via websites, blogs, postings to the internet, or emails whether they are made anonymously or through the use of a pseudonym). You agree to provide full cooperation and assistance to Mr. Mark Wright and his Companies, if the Company reasonably believes that you are the source of such statements, whether privileged or private. This NCND Clause is effective for 10 Years.

5. Return or Destruction of Confidential Information:
If Company decides to terminate discussions relating to the Transactions, the Recipients and the Representatives shall return to Company or destroy all tangible (including that maintained in any computer memory, emails, USB, storage media, email or similar form) Confidential Information and Trade Secrets, and neither the Recipient(s) nor the Representatives will retain any copies, extracts or other reproductions in whole or in part, of such tangible material. Any such destruction shall be certified in writing to Company by an authorized officer supervising the same.
6. Ownership of Confidential Information:
Reproductions shall be deemed the property of Company, and no ownership, title or other intellectual property rights of any kind in and to the Confidential Information and Trade Secrets are transferred to the Recipient hereunder.

7. Non-Solicitation:
In consideration of the Confidential Information and Trade Secrets which the Recipient(s) has received and will receive and to protect Company’s relationships with the Transaction Parties and Company’s employees, vendors, investors, brokers, clients, lenders, suppliers and distributors, the Recipient(s) covenants and agrees that during the Restricted Period, either directly or indirectly, individually, or in association or in combination with any other person or entity, whether as a shareholder of a corporation, or a manager or member of a limited liability company, or as an employee, agent, independent contractor, consultant, advisor, joint venture, partner or otherwise, for the information that Recipient(s) and Representatives receive that is Confidential Information and/or Trade Secrets, Recipient(s) agrees not to hire, solicit or attempt to solicit, encourage, induce or entice any of the Transaction Parties and any employee, client, supplier, investor, lender, broker, vendor or distributor of Company to terminate or modify such person’s or entity’s relationship with Company or otherwise and utilize the Confidential Information and Trade Secrets in any way directly or indirectly detrimental to Company or its Affiliates. Recipients agrees not to use any of the Confidential Information or Trade Secrets except for the purposes contemplated herein. Any of the Transaction Parties, suppliers, distributors, clients, investors, brokers, strategic partners that are Confidential Information and/or Trade Secrets or any other Confidential Information or Trade Secrets disclosed to Recipients by Company or its representatives shall not be used by Company or its Representatives for any purpose (during the Restricted Period or for the maximum period allowed by applicable law, whichever is less) beyond the Transactions agreed to by Company and Recipient(s) in which Company receives the commission determined and agreed upon by Company and Recipient(s) for Company services.

8. Non-Circumvention:
During the Restricted Period, the Recipient agrees not to directly or indirectly contact, deal with , transact, or otherwise be involved with any of the Transaction Parties or any individual, limited liability company, corporation, partnership, proprietorships, trust, or other entities introduced by Company to Recipient if such Transaction Parties or other individual, limited liability company, corporation, partnership, proprietorships, trust, or other entity are Confidential Information and/or Trade Secrets in the evaluation, consideration or closing of the Transactions, without the Company’s prior written consent, Broker fees, commissions and Transaction costs are set forth within the formal Engagement Agreement of Company.

9. Disclaimer:
Although Company has endeavored to include the Confidential Information and Trade Secrets known to it which it believes to be relevant for the purpose of Recipient'(s) investigation, Recipient(s) understands and agrees that none of Company or any of its affiliates, agents, advisors or representatives (I) have made or make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and Trade Secrets and (ii) shall have any liability whatsoever to Recipients or the Representatives relating to or resulting from the use of the Confidential Information and Trade Secrets or any errors therein or omissions therefrom.

10. Equitable Remedies:
Recipient(s) acknowledges and agrees that the agreements and covenants set forth in this Agreement are reasonable and necessary for the protection of Company’s business interests, that irreparable injury will result to Company if Recipient(s) breaches any of the terms of said covenants, and that in the event of Recipient’s actual or threatened breach of any such covenants, Company will have no adequate remedy at law. Recipient accordingly agrees that, in the event of any actual or threatened breach by Recipient(s) of any of said covenants, Company will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. Nothing in this Section 10 will be construed as prohibiting Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages no less than Two Hundred Fifty- Thousand Dollars and No/100 Cents United States Dollars [$250,000.00], Per Action and/or Per Offense.

11. Modification and Waiver:
This Agreement may not be modified or amended except by an instrument in writing signed by the parties. No term or condition of this Agreement will be deemed to have been waived, except by written instrument of the party charged with such waiver. No such written waiver will be deemed to be a continuing waiver unless specifically stated therein, and each such waiver will operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

12. Severability:
Recipient(s) acknowledges that the agreements and covenants contained in this Agreement are essential to protect Company and its goodwill. Each of the covenants in this Agreement will be construed as independent of any other covenants or other provisions of this Agreement. If any court of competent jurisdiction at any time deems the Restricted Period unreasonably lengthy or any of the covenants set forth in this Agreement not fully enforceable, the other provisions of this Agreement will nevertheless stand and to the full extent consistent with law continue in full force and effect, and it is the intention and desire of the parties that the court treat any provisions of this Agreement which are not fully enforceable as having been modified to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent.

13. Notices:
Any notice, consent, waiver and other communications required or permitted pursuant to the provisions of this Agreement must be in writing and will be deemed to have been properly given (a) when delivered by hand; (b) three (3) days after sent by certified mail, return receipt requested with the executed return receipt proving delivery to the receiving party; (c) by facsimile on the date of transmittal with facsimile transmittal report showing reception by recipient; or (d)one (1) day after deposit with a nationally recognized overnight delivery services with proof of delivery to the receiving party, in each case to the appropriate addresses set forth below:

If to Company:
If to Recipient “A”: Wrights Global Holdings, 1551 Dunwoody Village Parkway, Suite 88641, Dunwoody, GA 30356

14. Headings:
The headings and other captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.

15. Governing Law:
This Agreement shall be governed by and construed and interpreted in accordance with the State of Georgia or any Competent World Court of Law or ANY Competent Court of Law in G20 Nations or Affiliates thereof, including, but not limited to, Cinda, United States of America, United Kingdom, Republic of India, Commonwealth of Australia, Hong Kong, Singapore, Brazil, without giving effect to its conflict of laws. In any action relating in any manner to this Agreement, the prevailing party shall be entitled to collect from each losing party its attorneys’ fees and full costs relating to such action.

16. Binding Effect:
This Agreement will be binding upon and inure to the benefit of Recipients, Company, and their respective successors and permitted assigns. Company will be entitled to assign its rights and duties under this Agreement.

17. No Strict Construction:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.

18. Execution in Counterparts:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together will constitute one and the same instrument.

THIS AGREEMENT contains the entire understanding between the Parties and any waiver, amendment or modification to

THIS AGREEMENT will be subject to the above conditions and must be attached hereto. ** Upon execution of THIS AGREEMENT by signature below, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of THIS AGREEMENT. A facsimile copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall constitute a legal and binding instrument. By setting forth my hand below I warrant that I have complete authority to enter into THIS AGREEMENT.