Non Disclosure

Non Disclosure Agreement

The undersigned confidant (“Confidant”) and Mac Productions, its subsidiaries and affiliates (together, “Company”) wish to engage in preliminary discussions regarding the possibility of a business transaction of mutual interest. In connection with the possibility, both parties recognize that there is a need for Company to disclose to Confidant certain information of Company. As an express condition to such disclosure, Confidant agrees as follows: 

1. Non-Disclosure and Limited Use. Confidant shall hold all Confidential information in strict confidence and shall not disclose the Confidential Information to any third party. Confidant shall disclose the Confidential Information only to employees of Confidant who need to know such information to evaluate the possible business transaction with the Company. Confidant shall not use any Confidential Information for its own benefit or for any purpose, except to evaluate the possible business transaction. Confidant shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use of the Confidential Information. No copies of Confidential Information may be made unless approved in writing by the Company. 

2. Description of Confidential Information. “Confidential Information” means all information disclosed by Company to Confidant (in writing, orally or in any other form) that is described as (or provided under circumstances indicating it is) confidential or proprietary, including and without limitation, business plans, technical data, product ideas, contracts, and financial information. “Confidential Information” does not include information that is or becomes publicly known through no wrongful act of Confidant. 

3. Remedies. Confidant agrees that the unauthorized disclosure or use of Confidential Information will cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Confidant agrees that Company shall have the right to seek an immediate injunction enjoining any breach of this agreement. 

4. Return of Materials. Upon conclusion or termination of discussions between Confidant and Company, or at any time at Company’s request, Confidant shall return to Company all copies of Confidential Information in tangible (including electronic) form. Upon return of the tangible form of Confidential Information, Confidant shall not use the Confidential Information in any way for any purpose. 

5. Confidentiality of Discussions. Confidant shall not disclose the existence of discussion 

between the parties or the nature or substance of those discussions. 

6. Miscellaneous. This agreement shall be binding upon and for the benefit of Confidant and Company, and their successors and assigns. Failure to enforce any provisions of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by the laws of the State of Ohio without reference to choice of law rules. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. 

7. Term of Agreement. Neither this agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either party and the obligations contained in this agreement shall survive and continue to a period of five (5) years from the date of this agreement.