Date *

THIS AGREEMENT, made on ........................ (the “Effective Date”) between Michael S Alley and OPTIMIZE BUSINESS CONSULTING, LLC its members and affiliates (collectively, “OPTIMIZE BUSINESS CONSULTING”)

and *

(collectively, “Counter-party”), its members, affiliates, subsidiaries, and parent company:

RECITALS

OPTIMIZE BUSINESS CONSULTING, LLC and Counter-party (referred to together as the “Parties” and each individually as a “Party”) have a mutual desire to enter and continue communications between Parties pursuant to securing a strategic partnership for financing of the Disclosing Party’s clients. Through such communications and in furtherance of the Parties' mutual interests, each Party may have access to Confidential and Proprietary Information (as defined below) and introduced to contacts of the other Party. As a condition to the Parties engaging in the communications and in furtherance of the Opportunity referenced herein, it is necessary that each Party agrees to maintain the confidentiality of the other Party's Confidential and Proprietary Information and to not solicit the contacts of the other Party, except as provided in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the adequacy and sufficiency of which is hereby acknowledged, the Parties each agree as follows:

Agreement

IN WITNESS WHEREOF, this Agreement has been executed by each of the Parties effective as of the date set forth above. By our signatures we confirm we have full authority to execute this agreement and obligate all companies, firms, corporations, partnerships, organizations, individuals and/or entities referenced herein

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