Effective Date: Upon Execution

The undersigned acknowledges and agrees that by submitting this bid, you are entering into a confidential relationship governed by the terms of this Nondisclosure & Noncircumvent Agreement with Empower IT and its principals.

1. CONFIDENTIAL INFORMATION

As used herein, "Confidential Information" means any and all information (whether furnished in written, oral, electronic or any other format) regarding the Proposed Transaction which is of a non-public, proprietary, or confidential nature, furnished by or on behalf of either Party (the "Disclosing Party"), to the other Party (the "Receiving Party") prior to, on or after the Effective Date.

The term "Confidential Information" does not include: (i) information which at the time of disclosure is or subsequently becomes publicly available other than as a result of disclosure by the Receiving Party or its Affiliates or Representatives in violation of this Agreement; (ii) information which is obtained by Receiving Party on a nonconfidential basis from a source (other than from the Disclosing Party or its Affiliates or Representatives) which is not prohibited from disclosing such information; (iii) information which is developed by Receiving Party or its Affiliates independently and without access to the Confidential Information of Disclosing Party; or (iv) information which was already known or otherwise in the possession of Receiving Party or its Affiliates prior to disclosure by Disclosing Party.

2. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION

Receiving Party (a) will keep all Confidential Information strictly confidential and will not, without the prior written consent of Disclosing Party, disclose any Confidential Information in any manner whatsoever, directly or indirectly, and (b) will not use any Confidential Information in any manner or for any purpose whatsoever, other than for its evaluation of the Proposed Transaction.

Receiving Party may reveal Confidential Information to those of its "Representatives" who have a clear need to know the Confidential Information for the purpose of evaluating the Proposed Transaction and who are informed of the confidential nature of the Confidential Information and agree to maintain the confidentiality thereof. Receiving Party agrees to be responsible for any disclosure in violation of this Agreement committed by any of its Representatives.

3. REQUIRED DISCLOSURE

In the event that Receiving Party or its Representatives are required, in the opinion of its legal counsel, to disclose any of the Confidential Information by applicable law, regulation or legal process, Receiving Party will promptly notify Disclosing Party so that Disclosing Party may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Agreement.

Receiving Party will cooperate fully with Disclosing Party to obtain such a protective order, at the sole cost and expense of Disclosing Party, and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information that is ultimately required to be disclosed.

4. RETURN OF DOCUMENTS

At any time upon the request of the Disclosing Party, the Receiving Party will either (a) promptly destroy all copies of the Confidential Information in its or its Affiliates' or Representatives' control or possession and confirm such destruction, or (b) promptly deliver to Disclosing Party all copies of the Confidential Information and destroy all derivative works, confirming any such destruction by delivery of a certificate signed by a duly authorized officer of Receiving Party.

5. NON-CIRCUMVENT

Receiving Party agrees that for a period of two (2) years from the Effective Date, it shall not, directly or indirectly, circumvent, avoid, or attempt to circumvent or avoid, any transaction or introduction made by Disclosing Party, or solicit, encourage, or facilitate any other party to do so. Receiving Party further agrees that it shall not contact, communicate with, or conduct business with any third party introduced by Disclosing Party for the purpose of exploring, discussing, or negotiating any transaction concerning the Proposed Transaction or any related business opportunity without the prior written consent of Disclosing Party.

6. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party. The obligations hereunder regarding Confidential Information shall survive for a period of three (3) years from the Effective Date.

7. ACKNOWLEDGMENT

By checking the acceptance box below, you acknowledge that you have read this agreement in its entirety, understand its terms and conditions, and agree to be bound by all provisions therein. You further represent and warrant that you have the authority to enter into this agreement on behalf of your organization.