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FILED: NEW YORK COUNTY CLERK 12/17/2013

NYSCEF DOC. NO. 9

INDEX NO. 161554/2013 RECEIVED NYSCEF: 12/17/2013

EXHIBIT D

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT Whereas, Common Sense (Company) has or shall furnish to __Daniel Odescalchi_________ (Consultant) certain Confidential Information, Whereas, Consultant is an independent contractor to Company and has received good and sufficient consideration for this Agreement, Therefore, Consultant Agrees to the restrictions and undertakings contained in this Agreement: 1. Consultant agrees, during or after the term of this Agreement, not to reveal Companys confidential information, or trade secrets to any person, firm, corporation, or entity unless required by law. Confidential information shall include information provided in oral, written, graphic or electronic form. 2. Consultant agrees not to speak with any member of the press regarding any aspect of Companys activities without authorization, in writing, from a member of the Board of Directors. This shall apply to any website, blog, or mainstream media organization and shall apply to any statement, including those made off the record or on background. 3. Consultant agrees to hold confidential information in trust and confidence and Agrees that it shall be disclosed to any third party. 4. Should Consultant reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining Consultant from disclosing same. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against Consultant for a breach or threatened breach of this Agreement, including the recovery of damages from the Consultant. 5. Companys Confidential Information shall include, but not be limited to the following: a. The names, addresses, phone numbers or other contact information for Company employees, board members, consultants, volunteers, independent consultants, or associates. b. The names or identity of any donor to the Company. c. Any budget or financial information for Company, internal polling results from polls paid for by Company, and any and all work product produced by you or any other consultant on behalf of Company. 6. The provisions of this Agreement shall remain in existence during the course of any relationship between the Parties, and for a period of one year following the termination of any agreement or contractual arrangement. 7. The obligations set forth in this Agreement shall not apply to any information that (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of either party to this agreement, hereafter disclosed in publicly available sources of

information, (iii) has been or is hereafter rightfully disclosed to either party by a third party, (iv) or is otherwise required to be disclosed by law. 8. This Agreement and its validity, construction and effect shall be governed by the laws of the Commonwealth of Virginia. AGREED AND ACCEPTED BY: Consultant: Name: Address: ________Daniel Odescalchi______ Common Sense: Name: ___________________________

__120 Tinkertown Rd. _____________ Title: ___________________________ Pleasant Valley, NY 12569

Signature:

_________

Signature: _________________________