Terms and Conditions

WHEREAS, The Fite Brand possesses information, which is deemed to be Proprietary

Information, as defined herein below.

WHEREAS, The Fite Brand desires to keep its Proprietary Information confidential, despite a

disclosure of its Proprietary Information to Recipient.

NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions

hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of

which are acknowledged by both parties, the parties agree as follows:

l. Definitions. For purposes of this Agreement, the following terms are defined as

follows:

(a) “Proprietary Information”; includes all information useful in the business of The Fite Brand or

its client(s), including but not limited to the following information, which is being disclosed

pursuant to this Agreement and in materials attached to this Agreement which describes such

information whether provided in writing or orally: Executive summaries, business plans,

technical information, client personal manners, client life/lifestyle, family, commercial

information, financial information, product samples and raw materials; provided, further, that

“Proprietary Information”; does not include any information which is generally available to or

known by the public at the time of its disclosure to the Recipient or which becomes generally

available to or known by the public after its disclosure to the Recipient, which the Recipient

obtains from a source not known to be in violations of any obligations of confidentiality, with

respect to this agreement or which Recipient independently develops or acquires without

violating this Agreement or the spirit of this Agreement.

In addition, any combination of features disclosed hereunder shall be deemed to be within the

foregoing exceptions merely because individual features separately are in the public domain or in

the possession of the Recipient, but only if the combination itself is in the public domain or in

the possession of the Recipient.

2. Property Rights in Proprietary Information. Recipient agrees that the Proprietary

Information is the property of The Fite Brand, and that Recipient will not use or disclose

any Proprietary Information in any way, except in accordance with this Agreement or

with the prior written consent of The Fite Brand, which may be given or withheld by The

Fite Brand in its sole and absolute discretion. Notwithstanding any other provision of this

Agreement, this Agreement does not require either the Recipient to disclose or to receive

Proprietary Information or confidential information.

3. Use of Proprietary Information. Recipient agrees that Recipient will use the Proprietary

Information only for the following specific purpose(s): investment analysis of The Fite

Brand.

4. Non-Disclosure of Proprietary Information. Recipient agrees that Recipient will keep

the Proprietary Information strictly confidential and will not directly or indirectly

disclose any Proprietary Information to any third party other than its affiliates, advisors,

financing sources, attorneys, and accountants (Recipient’s “Representative”), unless the

written consent of The Fite Brand is first obtained; and, provided, further that The Fite

Brand may withhold that consent for any reason.

5. Return/Destruction of Proprietary Information. Recipient agrees that if the parties’

discussions terminate prior to the execution of definitive agreements for any reason,

Recipient will return all originals and/or copies of any Proprietary Information then in its

possession to The Fite Brand, and will cause all third parties to whom it has disclosed any

Proprietary Information to return all originals and/or copies of any Proprietary

Information then in their possession to The Fite Brand. Recipient further agrees to

destroy any and all notes, evaluations, studies, compilations, summaries or other

information derived or generated from or reflecting Recipient’s review or evaluation of

any Proprietary Information, and will request that all third parties to whom it has

disclosed any Proprietary Information to destroy any and all notes, evaluations, studies,

compilations, summaries or other information derived or generated from or reflecting

third party’s review or analysis of any Proprietary Information.

6. No Representation or Warranties. Recipient acknowledges that The Fite Brand has not

made any express or implied warranties of any kind as to the completeness or accuracy of

the Proprietary Information. Recipient agrees that neither The Fite Brand nor any of its

shareholders, directors, officers, employees or agents will have any liability to the

Recipient or any third party to whom Recipient discloses the Proprietary Information

arising out of or resulting from its or their use of or reliance on the Proprietary

Information.

7. Injunctive Relief. Recipient acknowledges that the Proprietary Information is a unique

and special asset of The Fite Brand, that irreparable harm to The Fite Brand and its

business would result from any unauthorized disclosure or use of the Proprietary

Information, and that money damages would not be an adequate remedy for any

unauthorized disclosure or use of the Proprietary Information. Accordingly, Recipient

agrees that, in addition to any other legal or equitable remedy that may be available to

The Fite Brand, The Fite Brand may be entitled to injunctive relief to prevent any breach

of this Agreement.

8. Term of Agreement. This Agreement will be effective upon execution by both parties,

will continue in full force and effect until the earlier of (i) two years from the date hereof

and (ii) upon the execution of a definitive written agreement between the parties.

9. Attorney’s Fees. The parties will bear their own legal fees and costs in connection with

the disputes, negotiations and document preparation leading up to and covered by this

Agreement. If any party institutes any action or proceeding in connection with this

Agreement, the prevailing party shall be entitled, in addition to such other relief as may

be granted, to be reimbursed by the losing party for all costs and expenses incurred

thereby, including, but not limited to, reasonable attorney’s fees (including pre-judgment

and post-judgment) and costs.

10. Entire Agreement. Except as provided herein, this Agreement is the entire agreement

between the parties, and all prior negotiations, representations or agreements between the

parties are merged into and superseded by this Agreement.

11. Severability. The invalidity, in whole or in part, of any provision of this Agreement

shall not affect the validity or enforceability of any other of its provisions.

12. Headings. The paragraph or section headings in this Agreement are used for

convenience only. They form no part of this Agreement and are in no way intended to

alter or affect the meaning of this Agreement.

13. Applicable Law; Venue. This Agreement shall be construed in accordance with and

all disputes hereunder shall be governed by the laws of the State of CA. Any dispute that

arises under or relates to this Agreement (whether in contract or tort, or both) shall be

resolved in California state court or a federal U.S. District court located in Los Angeles

County, CA.

14. Counterparts. This Agreement may be executed in two or more counterparts, each of

which shall be an original, but all of which shall constitute one and the same instrument.

15. Binding Effect. This Agreement shall bind and insure to the benefit of the heirs,

personal representatives, successors and permitted assigns of the parties herein.

16. No Agency. Each party is an independent contractor and this Agreement does not

constitute either party as an agent or legal representative of the other party. Neither

party, as an independent contractor, has the authority to incur any expenses on the other

party’s behalf, and each party shall pay and discharge its own expenses incurred by it

during its performance under this Agreement. Neither party is granted any express or

implied right or authority by the other party to assume or to create any obligation or

responsibility on behalf of or in the name of the other party, or to bind the other party in

any manner or thing whatsoever. Nothing contained in this Agreement shall be deemed

to constitute a partnership or joint venture between the parties of this Agreement.

17. No License. Nothing herein shall be construed as a grant by The Fite Brand of any

license, directly or by implication, estoppel or otherwise, in or for any Proprietary

Information.

18. Assignment. This Agreement may not be assigned or otherwise transferred by either

party, in whole or in part, without the prior written consent of the other party (which may

be withheld by the party whose consent is being sought in its sole and absolute

discretion), and any attempted assignment or transfer without such prior written consent

shall be null and void and of no force and effect whatsoever.

19. Written Modification. No changes, amendments or modifications of any of the terms

and conditions of this Agreement shall be valid unless made by an instrument in writing

and signed by both parties.

20. Notices. All notices, requests, demands, or other communications under this

Agreement shall be in writing. Notice shall be sufficiently given for all purposes as

follows:

(a) Personal delivery. When personally delivered to the recipient. Notice is effective on

delivery.

(b) First-class mail. When mailed first class to the last address of the recipient known to

the party giving notice. Notice is effective five (5) mail delivery days after deposit in a

United States Postal Service office or mailbox.

effective on receipt, if delivery is confirmed by a return receipt.

(d) Overnight delivery. When delivered by overnight delivery Federal

Express/Airborne/United Parcel

Service/DHL Worldwide Express, charges prepaid or charged to the sender’s account.

Notice is effective on delivery, if delivery is confirmed by the delivery service.

(e) Telex or facsimile transmission. When sent by telex or fax to the last telex or fax

number of the recipient known to the party giving notice. Notice is effective on receipt,

provided that (1) a duplicate copy of the notice is promptly given by first-class or

certified mail or by overnight delivery, or (2) the receiving party delivers a written

confirmation of receipt. Any notice given by telex or fax shall be deemed received on the

next business day if it is received after 5:00 p.m. (Recipient’s time) or on a non-business

day. Addresses for the purpose of giving notice are as follows:

Company:

The Fite Brand LLC

Los Angeles, CA

Email: info@thefitebrand.com