FBA FLIP MARKETPLACE.IO., an Ohio Limited Liability Company (“FLIP”) represents various parties (the “SELLERS”) interested in selling their business assets (the “ASSETS”); and,

WHEREAS BUYER has expressed an interest in purchasing such an ASSETS; and,

WHEREAS the BUYER has requested certain information (“CONFIDENTIAL INFORMATION”) regarding the ASSETS from FLIP, and,

WHEREAS, BUYER intends to use FLIP’s services (the “SERVICES”) to identify business opportunities and execute a purchase agreement for the ASSETS;

BUYER agrees, in consideration for access to FLIP’s SERVICES this CONFIDENTIAL INFORMATION and other good and valuable consideration, to the following terms:

I. SUCCESS FEE
Upon execution of an ASSET PURCHASE AGREEMENT (“APA”), BUYER shall pay to FLIP an amount equal to FIVE PERCENT (5%) of the maximum amount up to FIVE-MILLION DOLLARS and ONE PERCENT (1%) in excess of FIVE-MILLION DOLLARS due under the APA (the “SUCCESS FEE”. This SUCCESS FEE shall be due upon the signing of the APA.

II. CONFIDENTIALITY
BUYER agrees that any and all information received from FLIP that is not (1) public knowledge, (2) obtained from third parties without breach of this NON-DISCLOSURE AGREEMENT, and (3) already known or in possession of BUYER, relating but not limited to vendors, pricing, products, technology, or software, is CONFIDENTIAL INFORMATION.

III. NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Unless required by law or the operation thereof, BUYER agrees to not disclose any CONFIDENTIAL INFORMATION to any third party without the express and written approval of FLIP.

IV. UNAUTHORIZED DISCLOSURE
Should BUYER disclose CONFIDENTIAL INFORMATION without prior written approval, FLIP shall be entitled to all remedies available in equity and law as well as all legal costs and fees necessary to seek and secure such remedies.

V. NON-CIRCUMVENTION
For a term of three (3) years following the conclusion or termination of this AGREEMENT, BUYER shall not partake in any business or solicit any business made available to the BUYER from access to the CONFIDENTIAL INFORMATION. Should PROSPECT engage in any such activity, FLIP shall be entitled to any and all remedies available in equity and law as well as all legal costs and fees necessary to seek and secure such remedies.

VI. RETURN AND/OR DESTRUCTION OF CONFIDENTIAL INFORMATION
Upon conclusion or termination of this agreement, BUYER agrees to return any CONFIDENTIAL INFORMATION covered by this AGREEMENT or destroy any such information unable to be returned.

VII. LICENSE FOR USE
ALL property provided to BUYER under this agreement shall remain under the ownership of the SELLER and/or FLIP until any sale of such CONFIDENTIAL INFORMATION to the BUYER, and BUYER shall use such property only as permitted by FLIP.

BUYER also agrees to hold FLIP harmless in the instance of any loss, theft, damage, or injury arising from this AGREEMENT, inclusive of attorney fees, court costs, medical expenses, and/or other loss of funds that may occur, whether from intentional error or negligence.

VIII. INDEMNIFICATION
BUYER agrees to indemnify FLIP for any liability and/or related legal fees and court costs arising from BUYER’s access to CONFIDENTIAL INFORMATION.

IX. AMENDMENT AND MODIFICATION
There shall be no amendment or modification of this AGREEMENT, except by a fully executed writing, agreed upon by both parties.

X. ENTIRE AGREEMENT
This AGREEMENT represents the full understanding of the PARTIES and shall supersede all prior oral or written agreements regarding the subject matter herein.

XI. NO ASSIGNMENT
The PARTIES agree there shall be no assignment or transfer of the rights and responsibilities arising from this AGREEMENT without the express written approval and consent of the other PARTIES.

XII. APPLICABLE LAW
The laws of the State of Ohio shall govern this AGREEMENT, and the federal and state courts of Cuyahoga County in the State of Ohio shall have exclusive jurisdiction over any action relating to this AGREEMENT.