EFFICIENCY PRODUCTS, LLC (D/B/A DEALSTAGE.

COM) CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made as of ___________, 2011 between Efficiency Products, LLC, a Delaware limited liability company (the "Company"), and ____________________ ("Consultant"). WHEREAS, Consultant will make a proposal to provide certain consulting services to the Company with respect to the Software-as-a-Service project the Company is developing under the current name of DealStage.com (“Consulting Services”) and has requested access to certain Company information in order to prepare such proposal; and WHEREAS, As a condition to the Company providing such access, and in consideration of the opportunity for the Consultant to potentially receive compensation for the performance of the Consulting Services and for other good and valuable consideration, Consultant has agreed to enter into this agreement and to be bound by the terms and conditions hereof. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant hereby agree as follows: 1. Nondisclosure and Nonuse of Confidential Information.

(a) The Consultant acknowledges that the information, observations and data (including trade secrets) obtained by him while engaged by the Company as an employee, independent contractor or consultant (or while making a proposal to be so engaged) concerning the business or affairs of the Company are the property of the Company. During and for a period of five (5) years after his engagement with the Company, Consultant shall not, directly or indirectly, use or disclose (or allow anyone else to use or disclose) any Confidential Information (as defined below), except solely as may be necessary to provide the Consulting Services to the Company (as requested by the Company), or as may be authorized in advance in writing by the President of the Company. Consultant shall hold and maintain all Confidential Information as secret and in strict confidence and shall use it solely as expressly permitted by the Company and only to the extent necessary for Consultant to perform the Consulting Services requested by the Company and solely for the benefit of the Company. Consultant shall hold and maintain any documents or materials (in whatever form or medium) containing or constituting any Confidential Information that are in his possession or control under adequate protection and security to avoid unauthorized and unintended disclosure or access, and Consultant shall not disclose or share any Confidential Information outside of the Company (either in written, electronic or any other form or medium). (b) As used in this agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis, (v) drawings, photographs and

whether such requests occur prior to or after termination of Consultant's engagement with the Company). device. method or process (whether or not patentable or reduced to practice or comprising Confidential Information). without limitation. title and interest in and to such Intellectual Property (including any moral rights) to the Company. (xv) the Company’s progress in developing its products and services and (xvi) all similar and related information in whatever form. The Consultant shall be prohibited from using or disclosing (in connection with the Consultant’s engagement with the Company) any confidential -2- . disks. Delivery of Materials Upon Termination of Engagement. manuals and documentation. that is of general knowledge or that was independently developed by the Consultant prior to the date of this agreement. new development. of all Confidential Information and Intellectual Property in Consultant's possession or within his control (including. if requested by the Company. but only if all material features comprising such information have been published in combination. operating systems. providing reasonable assistance in securing patent protection and copyright registrations and executing all documents as reasonably requested by the Company. (x) inventions. 4. tapes and all other materials containing any Confidential Information or Intellectual Property) irrespective of the location or form of such material and. product. magnetic media. photographs. in whatever form. but not limited to. (vii) flow charts. (ix) accounting and business methods. Any copyrightable work prepared in whole or in part by Consultant will be deemed "a work made for hire" under Section 201(b) of the 1976 Copyright Act.reports. (xiii) all technology and trade secrets. including elements of code. methods and processes. any copyrightable work (whether or not comprising Confidential Information) or any other form of Confidential Information relating directly or indirectly to the Company's business as now or hereinafter conducted (collectively. applications and program listings. The Company's Ownership of Intellectual Property. (xiv) the existence of and nature of the Consultant’s relationship with the Company. notes. flow charts. written records. "Intellectual Property"). as part of his activities on behalf of the Company generates. (xi) customers and clients and customer or client lists. (vi) computer software. program listings. Consultant acknowledges that such Intellectual Property is the exclusive property of the Company and hereby assigns all right. 3. manuals. notebooks. shall provide the Company with written confirmation that all such materials have been delivered to the Company. design. authors or contributes to any invention. (xii) copyrightable works. devices. Information shall not be deemed to have been published merely because individual portions of the information have been separately published. 2. documentation. As requested by the Company from time to time and upon the termination of Consultant's proposal process or engagement with the Company for any reason. new developments. Consultant shall promptly and fully disclose all Intellectual Property to the Company and shall cooperate with the Company to protect the Company's interests in and rights to such Intellectual Property (including. Consultant shall promptly deliver to the Company all copies and embodiments. Third-Party Information. and the Company shall own all of the rights comprised in the copyright therein. whether patentable or unpatentable and whether or not reduced to practice. Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Consultant proposes to disclose or use such information. diskettes. In the event that Consultant. (viii) data bases.

and/or (c) advise. For the purpose of this Section 5 a Competitor shall be defined as a person. whether individually or collectively. internet-based collaboration tools for attorneys. Without prior written consent of the Company. the Consultant shall immediately advise the Company so that the Consultant’s duties can be modified appropriately. the Consultant believes he is being asked to engage in work that will. financial intermediaries and other transactional professionals. mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated: To the Company: Efficiency Products. Any notice under this agreement shall be -3- . 18th Street. workflow products for attorneys. or will be likely to. financial intermediaries and other transactional professionals. NY 10003 Attn: Charles Fellers To Consultant: ________________ ________________ ________________ ________________ or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. partnership or other entity that provides products or services related to virtual data rooms. company. whether as owner. partner. venture. 5. in any business. Non-Compete. aid. or profit from. (b) have any interest in. LLC 150 E. The Consultant shall not be permitted to use or refer to any materials that contain confidential or trade secret information belonging to a third party in the performance of the Consultant’s engagement with the Company. consult with or in any way assist any Competitor. and any products similar to the DealStage matrix. jeopardize any confidentiality or other obligations the Consultant may have to former or other current employers or clients. Any notice provided for in this agreement must be in writing and must be either personally delivered. entity and/or activity that is a Competitor (other than the passive ownership of less than five percent (5%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market). Apt. Notices.information or trade secrets that the Consultant may have learned through any prior or concurrent engagement. If at any time during the Consultant’s engagement with the Company. the Consultant shall not. partnership. 6. for a period of five (5) years following the termination of his engagement with the Company: (a) engage in any business. shareholder. employment and/or activity with a Competitor (as defined below). 6F New York. electronic signature products. beneficiary or otherwise. for any reason.

(b) Complete Agreement. (e) Choice of Law. -4- . (d) Successors and Assigns. Each of the parties to this agreement shall be entitled to enforce its rights under this agreement specifically. written or oral.S. of the State of Delaware. but if any provision of this agreement is held to be invalid. (c) Counterparts. validity. enforcement and interpretation of this agreement shall be governed by the internal law. provided that the rights and obligations of Consultant under this agreement may not be assigned or delegated without the prior written consent of the Company. to recover damages and costs (including reasonable attorneys fees) caused by any breach of any provision of this agreement and to exercise all other rights existing in its favor. if mailed. mail. 7. which may have related to the subject matter hereof in any way. each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law. The parties hereto agree and acknowledge that Consultant's breach of any term or provision of this agreement shall materially and irreparably harm the Company. that money damages shall accordingly not be an adequate remedy for any breach of the provisions of this agreement by Consultant and that the Company in its sole discretion and in addition to any other remedies it may have at law or in equity shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the provisions of this agreement (without posting any bond or deposit). illegal or unenforceable provision had never been contained herein. General Provisions. such invalidity. (a) Severability. This agreement may be executed in separate counterparts. construed and enforced in such jurisdiction as if such invalid. All questions concerning the construction. and this agreement shall be reformed. (g) Amendment and Waiver. (f) Remedies. illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction. this agreement shall bind and inure to the benefit of and be enforceable by the Company and Consultant and their respective successors and assigns. and not the law of conflicts. each of which is deemed to be an original and all of which taken together constitute one and the same agreement. agreements or representations by or among the parties. The provisions of this agreement may be amended and waived only with the prior written consent of the Company and Consultant.deemed to have been given when so delivered or sent or. Except as otherwise provided herein. five days after deposit in the U. illegality or unenforceability shall not affect any other provision or any other jurisdiction. Whenever possible. This agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings.

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IN WITNESS WHEREOF. LLC By: Name: Its: [Consultant] -6- . the parties hereto have executed this agreement on the date first written above. EFFICIENCY PRODUCTS.

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