CONTRATO DE CONFIADENCIALIDAD Y NON CIRCUNVENTION

CONFIDENTIALITY AND NON-CIRCUMVENT AGREEMENT

This Confidentiality and Non-circumvent Agreement (the “Agreement”) is made and entered into effectively as of may 16th, 2013 by and between;

On the one hand, MCM, a ___________ company incorporated under the laws of the State of Florida, herein after referred to as “[●]”, having its registered address in _________________________________, _______________________________________________________________ duly represented herein by __________________________________________________________in his position as _____________________________________________ of [●] , and anyone of its Affiliates (as defined further below), agents or representatives, and

On the other hand, RAVE LTDA. a private company incorporated under the laws of the State of Colombia, herein after referred to as “RAVE” having its head office in cra 43 a No 19-17, Medellin, Antioquia, represented herein by its Maria Rave, and anyone of its Affiliates, agents or representatives,

The above further individually referred to as the “Party” or jointly as the “Parties”

RECITALS

A. [●] wishes to receive information related to certain business opportunity and transaction identified by RAVE and related to investment and development of real estate projects in the Republic of Haiti (the “Transaction”); and,

B. [●] is interested in obtaining details about such Transaction in order to evaluate its participation in the same; and

C. [●] acknowledges that the existence and details of such Transaction is valuable, Confidential Information as well as other property interests of BOH (“Property”). Property shall include the Confidential Information as defined hereinafter, together with any and all information related thereto included but not limited to the location, assets, documents and all other relevant information pertaining to the Transaction and any and all of the participants, principals, agents or representatives involved in or forming part of the same. “Confidential Information” shall include any and all information and data provided and exchanged, whether in oral, written, graphic or machine-readable form including but not limited to the said Transaction and related discussions, agreements, contracts, designs, procedures, formulas, improvement concepts, names of counterparts, jurisdictions, management, representatives, authorities, ideas, strategies, business plans, pricing policies, trade secrets and financial information including but not limited to any buyer’s, seller’s, borrower’s, lender’s names, addresses, telephone numbers, fax numbers or other means of access thereto, bank information, code references, or any other such information. Notwithstanding the foregoing, Confidential Information shall not include information (i) in the public domain (other than as a result of a breach of this Agreement), (ii) in [●]’ possession prior to its receipt from RAVE pursuant to this Agreement from a source not having a duty of confidentiality to RAVE, or (iii) hereafter independently developed by [●] or known through a party other than RAVE, which party has no duty of confidentiality to RAVE.

D. RAVE is prepared to share valuable Property and Confidential Information with [●] subject to [●]’s acceptance of the terms of this Agreement;

NOW THEREFORE, in consideration of the mutual promises contained herein and agreements specified hereinafter, the Parties agree as follows:

1. Confidentiality. [●] will maintain complete confidentiality regarding RAVE’s Property, businesses, business sources and/or affiliates, and will not, directly or indirectly, during the term of this Agreement as provided in Section 6 hereof (i) transfer or disclose any Confidential Information to any third party, (ii) use any Confidential Information for any purpose other than for the purpose of evaluating the Transaction or otherwise entering into a business relationship with RAVE, (iii) except for its internal use in connection with the same, copy or duplicate the Confidential Information without the prior written approval of RAVE, and (iv) take any other action with respect to the Confidential Information inconsistent with the confidential and proprietary nature of such information. Each and every principal and other participant introduced by RAVE and who participate in the Transaction or future transaction(s) derived or resulting from the same, including subsequent follow-up, repeat, extended, or renegotiated transactions are, and shall remain, the “Property” of RAVE.

2. Return of Confidential Information: [●] agrees to return to RAVE (or, only if requested by RAVE, destroy) all Confidential Information, and all permitted copies thereof and deliver (or, only if requested by RAVE, destroy) any notes, summaries or extracts generated by [●] with regard to the Confidential Information (i) within 10 days of the written request presented by RAVE, or (ii) if this Agreement is not extended beyond the initial term set forth in Section 7 hereof, within 10 days following the expiration hereof. Notwithstanding the above, [●] may retain a copy of certain items of the Confidential Information as may be required by law, regulation or internal compliance policy, so long as [●] provides RAVE acceptable written evidence of the basis for the retention of the Confidential Information and clear identification of which such Confidential Information will be retained.

3. Legally Required Disclosure: If [●] becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, [●] will provide RAVE with prompt written notice of such request. [●] will exercise commercially reasonable efforts, (i) to limit the information required to be disclosed to the maximum extent, and (ii) upon request, to assist RAVE to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information so required to be disclosed. If, failing the entry of a protective order or the receipt of a waiver hereunder, [●], in the opinion of its legal counsel, is compelled to disclose Confidential Information, [●] agrees to only disclose that portion of the Confidential Information as is, in the opinion of its legal counsel, legally required to be disclosed without liability.

4. Internal Disclosure: [●] shall be permitted to disclose the Confidential Information to its officers, partners and employees, and its professional advisors, having a need for access thereto in connection with their involvement,

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