GARNER DEVELOPMENT SERVICES, LLC. CONFIDENTIALITY AGREEMENT STRICTLY PRIVATE AND CONFIDENTIAL

In connection with negotiations between GARNER DEVELOPMENT SERVICES, LLC. and the Solicitee identified above to evaluate the possible execution of a Licensed Dealer Agreement providing for a license by Solicitee to sell GARNER DEVELOPMENT SERVICES, LLC.’s proprietary surfboard fitted with a self-propulsion device utilizing GARNER DEVELOPMENT SERVICES, LLC. Technology (as defined below) (“the Purpose”), GARNER DEVELOPMENT SERVICES, LLC. may provide Solicitee with certain Confidential Information (as defined below), all of which is subject to the terms and conditions of this Agreement.The time available to Solicitee for evaluating GARNER DEVELOPMENT SERVICES, LLC. Technology will be limited to the Evaluation Period (as defined in paragraph 1.2 below).

1. For the purposes of this Agreement the following terms shall have the following meanings:
   1. “Confidential Information” shall mean the GARNER DEVELOPMENT SERVICES, LLC. Technology and any information, knowledge, know how, property and material related to or disclosed by GARNER DEVELOPMENT SERVICES, LLC. or any of GARNER DEVELOPMENT SERVICES, LLC.’s employees, directors, representatives, agents, or licensees that Solicitee has received or receives in the course of the activities carried out for the Purpose set forth above, whether of a tangible nature reducible to writing or not, pertaining to the activities, products or any other facts and objects of GARNER DEVELOPMENT SERVICES, LLC., be it technical, financial or commercial in nature or otherwise of confidential nature. Confidential Information shall include but not be limited to any trade secrets, knowledge and data that relates to the business of GARNER DEVELOPMENT SERVICES, LLC. or any products, samples, services, software, surfboards, batteries, research, development, processes, inventions, marks, designs, models, raw materials, formulations, know- how, concepts, test data, customer and prospect lists, business plans, marketing and sales plans, pricing or any other strategies or subject matters pertaining to any sphere of activities of GARNER DEVELOPMENT SERVICES, LLC., as well as the fact that the Parties are carrying out activities for the Purpose and the contents of this Agreement.
   2. “Evaluation Period” means a period of three (3) months from the date of this Agreement, or for as long as six (6) months in total from the date of this Agreement with GARNER DEVELOPMENT SERVICES, LLC.’s written consent.
   3.  “GARNER DEVELOPMENT SERVICES, LLC. Technology” means the GARNER DEVELOPMENT SERVICES, LLC. proprietary surfboard and battery, and the systems, materials, Products or components in any of its embodiments and applications disclosed by GARNER DEVELOPMENT SERVICES, LLC. to Solicitee pursuant to this Agreement, and also includes any analyses, data, plans, studies or documents prepared by Solicitee which contain or are generated from any information disclosed by GARNER DEVELOPMENT SERVICES, LLC..
   4. “Intellectual Property Rights” means all patents, copyrights, trademarks, database rights and design rights, and utility models, as well as trade names and auxiliary business names whether registered or not and whether now known or hereafter devised.
   5. “Know-How” means information, data, know-how or experience whether patentable or not including but not limited to all design and manufacturing techniques, Raw Materials or Technology specifications drawings, blue prints, and any technical or commercial information related to research, design, development manufacture, assembly, use, or sales.
   6. “Products” means all of the consumer or industrial products that are developed, manufactured, and/or supplied by GARNER DEVELOPMENT SERVICES, LLC., to include the proprietary surfboard product or products for sale comprised of GARNER DEVELOPMENT SERVICES, LLC. Technology, its specific geometry or its applications, as well as batteries and other components.
   7.  “Raw Materials” means all chemicals, compounds, polymers, blends and material compositions that are used to manufacture the GARNER DEVELOPMENT SERVICES, LLC. Technology.
   8.  “Solicitee” shall mean the company or person identified above as well as all owners, members, partners, officers, directors, and/or shareholders thereof.
2. In consideration of the Confidential Information being made available by GARNER DEVELOPMENT SERVICES, LLC. to Solicitee, the Solicitee agrees to the following: –
   1. to use the Confidential Information only for the above Purpose and, in particular, not to use any of the Confidential Information for any other commercial or competitive purposes, and;
   2. Not to undertake any independent research or development that uses or incorporates Confidential Information provided, other than for the above Purpose, nor to apply for any registered Intellectual Property protection which uses or incorporates the Confidential Information and/or its technology and/or intelligence, and;
   3.  not to (directly or indirectly) at any time, without GARNER DEVELOPMENT SERVICES, LLC.’s prior written consent, disclose or reveal or permit access to the Confidential Information, in whole or in part, to any third party or any of its holding companies and/or subsidiaries except where required by law, and;
   4. to treat and safeguard as confidential all Confidential Information to the same level as the Solicitee maintains its own confidential information, and;
   5. not to make copies in any form, reproduce or distribute in whole or in part any Confidential Information or any documents, material or other data containing any Confidential Information without GARNER DEVELOPMENT SERVICES, LLC.’s prior written consent, and;
   6. that all Confidential Information shall remain the property of GARNER DEVELOPMENT SERVICES, LLC., and the disclosure of such Confidential Information to Solicitee shall not be deemed to confer upon Solicitee any rights or license whatsoever with respect to any part of the Confidential Information, and;
   7. that if GARNER DEVELOPMENT SERVICES, LLC. so requests in writing Solicitee will forthwith at the election of GARNER DEVELOPMENT SERVICES, LLC. either return to GARNER DEVELOPMENT SERVICES, LLC. or destroy all Products and/or samples and/or all Confidential Information together with any copies of the same.
3. The confidentiality obligations and undertakings set out in this Agreement do not apply to any Confidential Information:
   1. which is now or hereafter comes into the public domain, otherwise than by reason of a breach of this Agreement; or
   2.  which Solicitee can prove was in its possession prior to it being furnished to Solicitee by or on behalf of GARNER DEVELOPMENT SERVICES, LLC., provided that the source of such Information was not bound by or subject to a confidentiality agreement with GARNER DEVELOPMENT SERVICES, LLC. in respect thereof, or by fiduciary or other similar duties of confidentiality; or
   3. which after disclosure to Solicitee, becomes generally available to third parties by publication or other wise through no breach of this agreement by Solicitee; or
   4.  the disclosure of which is required by law or the rules of any regulatory organization provided that if Solicitee becomes (or it is reasonably likely that Solicitee shall become) legally compelled to disclose any Confidential Information, prompt notice of such fact shall be given to GARNER DEVELOPMENT SERVICES, LLC. prior to making any disclosure so that GARNER DEVELOPMENT SERVICES, LLC. may seek an appropriate remedy to prevent such disclosure or waive compliance with the provisions of this agreement, and Solicitee shall fully co-operate with GARNER DEVELOPMENT SERVICES, LLC. if GARNER DEVELOPMENT SERVICES, LLC. elects to challenge the validity of such requirement and/or take such steps as GARNER DEVELOPMENT SERVICES, LLC. may reasonably require to avoid or limit such disclosure.
4. GARNER DEVELOPMENT SERVICES, LLC. makes no representation or warranty, express or implied, as to the accuracy, completeness or reasonableness of the Confidential Information, and Solicitee agrees that neither GARNER DEVELOPMENT SERVICES, LLC. nor any of its re spective directors, officers, employees, advisers and agents shall have any liability resulting from the furnishing or use of the Confidential Information.
5. It is agreed that each Party will be responsible for its own costs, charges and expenses incurred by it to further this Agreement.
6. Solicitee agrees that documents and other data, whether containing GARNER DEVELOPMENT SERVICES, LLC. Technology, Confidential Information or otherwise, made available to Solicitee, prior to or in the course of or for the purpose of its evaluation of a possible license with GARNER DEVELOPMENT SERVICES, LLC., do not constitute an offer by or on behalf of GARNER DEVELOPMENT SERVICES, LLC., nor will such documents or GARNER DEVELOPMENT SERVICES, LLC. Technology or Confidential Information, material or data contained therein form the basis of any representations or warranty in relation to any future contract or this Agreement.
7.  All Intellectual Property Rights and all rights, title and interest existing, or that will in the future, exist through out the world relating to GARNER DEVELOPMENT SERVICES, LLC., including, without limitation, Intellectual Property Rights that arise during the course of this Agreement, in any of the following: GARNER DEVELOPMENT SERVICES, LLC. Technologies, the Products, Know-How, Raw Materials, documents, samples, materials, brand, processes, shall belong to GARNER DEVELOPMENT SERVICES, LLC..
8. The rights and obligations set out in this Agreement shall not be assigned or otherwise transferred in whole or in part without the prior written consent of the other Party.
9. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of the other Party, nor authorize any Party to make or enter into any commitments for or on behalf of any other Party.
10. No delay or failure of a Party to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall it any way prejudice any right of that Party under this Agreement
11. Should any provision of this Agreement become illegal or void for any reason, the validity of the remaining provisions shall not be affected and the Parties shall enter into negotiations in good faith to find a replacement for the provision which is of similar economic effect to the Parties.
12. Solicitee acknowledges and agrees that the obligations of Solicitee with respect to GARNER DEVELOPMENT SERVICES, LLC.’s Confidential Information received pursuant to this Agreement shall survive for a period of five (5) years following the date of termination or expiration. Where the Confidential Information is a trade secret comprising of formulations, chemical compositions and or processing conditions (“Trade Secrets”), the obligation of confidentiality shall continue until such time as the Trade Secrets are no longer held as confidential by GARNER DEVELOPMENT SERVICES, LLC. and no longer constitute a trade secret.
13. The provisions contained in this Agreement shall be governed by and construed in accordance with Texas law. In the event of any dispute arising under this Agreement the Parties agree to report this in writing to their respective Officers, Directors or Managers immediately, and such officers/directors/managers shall use their best endeavours to resolve the dispute amicably within 30 days of being notified of the dispute. If this is not possible, resolution of the dispute shall be pursued by mediation or arbitration in Collin County,Texas, in accordance with the Commercial Mediation or Arbitration Rules of the American Arbitration Association in effect at the time of the mediation or arbitration. If a Dispute cannot be resolved through mediation or arbitration, the parties may litigate the dispute pursuant to Section 14. Furthermore, this clause does not prevent either Party from seeking an injunction, seizure or other immediate remedy with a court of law or any other authority having jurisdiction over the other Party.
14. The Parties each have the right in a proper case to obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction. Any and all court proceedings arising from or relating in any manner to any dispute between the Parties arising out of, relating to or referencing this Agreement or its breach in any way, shall be brought in, and only in, the District Court of Collin County,Texas. Solicitee hereby consents to the exercise of jurisdiction by such court.