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| NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT | |
| This is to confirm that each of the named signatories, separately and | |
| individually and their associates hereby agree that his/her corporation(s), | |
| division(s), employees, agents and/or consultants will not disclose, make | |
| contact with or otherwise be involved in any transaction involving that certain | |
| proprietary information and/or client(s), merchant(s), customer(s) has been | |
| disclosed by the following companies; | |
| Consumers On-Line Development Group, Inc., C.O.L.D. | |
| Consumer Net Partners C.N.P. | |
| Consumer Net Marketplace C.N.M. | |
| CNM Network C.N.M.N. | |
| SportCenter Partners S.C.P. | |
| SportCenter On-Line S.C.O.L. | |
| hereinafter referred to as the "THE COMPANIES", which is hereby made a part | |
| hereto this agreement, without the express approval of THE COMPANIES. | |
| I/we | |
| further agree that in consideration of that certain information of this | |
| agreement that I/we fully agree to hold all information confidential and that | |
| such information will remain the express property of THE COMPANIES. | |
| It is understood that this agreement is a reciprocal one between the signatories | |
| concerning the exchange of privileged information and contacts and will be held | |
| as confidential unless otherwise released or agreed as to the release only in | |
| written documentation by THE COMPANIES. | |
| It is also understood that a signatory cannot be considered or adjudged to be in | |
| violation of this agreement when the violation is involuntary, due to the | |
| situations beyond his/her control: examples being acts of GOD and/or civil | |
| disturbances. | |
| Essentially, the spirit behind this agreement is one of mutual | |
| trust and confidence, and one of reliance on each other to do what is fair and | |
| equitable. | |
| It is agreed that any disputes that result between the parties whose signatures | |
| appear below shall be submitted to arbitration in accordance with The State of | |
| California Code of Procedure. | |
| The written determination of the arbitration | |
| shall be final, binding, and conclusive on the parties. | |
| If either party sues the other party to enforce any of the terms of this | |
| agreement, the prevailing party shall, in addition to all other damages, be | |
| entitled to recover any and all legal fees incurred. | |
| IN REPRESENTATION OF: | |
| ------------------------- ------------------------- | |
| THE COMPANIES FREDRICK J. | |
| RICE | |
| IN REPRESENTATION OF: | |
| ------------------------- ------------------------- | |
| DATE | |
| * All parties hereto of this agreement for any and all international rules and | |
| or laws governing Non-Circumvention as to this agreement. | |