CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of August 13 th, 2010, by Haga Click e inserte Nombre Representante and between Haga Click e inserte Nombre Compaia. (together with its subsidiaries and affiliates), having an address at Haga Click e inserte Direccionand :::::::., having an address at :::::::::::: (together with its affiliates). WHEREAS, the parties desire to discuss a potential business relationship (the Project); and WHEREAS, in the course of such discussions, the parties expect to disclose certain confidential, non-public, proprietary and trade secret information to each other and seek to safeguard and protect such information; NOW, THEREFORE, in consideration of each party making such information available to the other party, the parties agree as follows: 1. "Confidential Information" means all confidential, non-public, trade secret or proprietary information concerning the Project which is disclosed or made available by the one party (hereinafter referred to as the Disclosing Party) to the other party (hereinafter referred to as the Receiving Party). Specifically, and without limitation, Confidential Information includes membership lists, membership data, software programs, designs, specifications, technical information, business plans and proposals, financial information, marketing plans and studies, pricing information and the identity of actual or potential customers; however, Confidential Information excludes information which: (i) has been or becomes published or is now or is in the future in the public domain through no action of the Receiving Party; (ii) prior to disclosure hereunder, is within the legitimate possession of the Receiving Party, as evidenced by competent written proof; or (iii) is independently developed or acquired by the Receiving Party without reference to the Confidential Information. All Confidential Information which is protected hereunder will: (a) if in writing or other tangible form, be conspicuously labeled or identified in writing as proprietary and confidential at the time of delivery; and (b) if oral, will be identified as proprietary and confidential prior to disclosure. 2. The Receiving Party agrees that it will, with respect to the Confidential Information of the Disclosing Party: (i) treat such Confidential Information as strictly confidential; (ii) use such Confidential Information only for the purpose of evaluating and performing the prospective business arrangements between the parties; (iii) protect such Confidential Information, whether in storage or in use, with the same degree of care as the Receiving Party uses to protect its own confidential information against public disclosure, but in no case with less than reasonable care; and

(iv) not, without the written consent of the Disclosing Party, disclose such Confidential Information to any third party, except to such employees of the Receiving Party and its counsel and advisors who need to know such Confidential Information for the purpose of evaluating or performing the prospective business arrangements between the parties and who have been informed of the confidential nature of such Confidential Information. Notwithstanding the foregoing, this Agreement will not prohibit the disclosure of such Confidential Information by the Receiving Party to the extent that the Receiving Party is obligated to disclose such Confidential Information by applicable law or regulation or under an order of a court of competent jurisdiction or a valid governmental subpoena; provided, that reasonable prior notice of such proposed disclosure or court order or subpoena is given by the Receiving Party to the Disclosing Party. 3. All right, title and interest in and to the Confidential Information disclosed by the Disclosing Party (including, without limitation, all patent, copyright, trademark, trade secret and other proprietary rights and interests therein) will remain the exclusive property of the Disclosing Party. The parties acknowledge and agree that this Agreement will not be construed as a transfer or sale by the Disclosing Party of any rights whatsoever, by license or otherwise, in or to any of its Confidential Information. 4. At any time upon the Disclosing Party's written request, and, in any event, upon termination of this Agreement, the Receiving Party will promptly: (i) return to the Disclosing Party or destroy all items of Confidential Information (including all copies thereof) of the Disclosing Party; (ii) destroy any notes or personal memoranda which include or make reference to such Confidential Information; and (iii) in the case of electronic, magnetic or digital media, erase or render unreadable all materials furnished or generated which contain such Confidential Information. 5. The Receiving Party acknowledges that the extent of damages to the Disclosing Party in the event of the breach of any provision of this Agreement would be difficult or impossible to ascertain, and that there will be available no adequate remedy at law in the event of any such breach. The Receiving Party therefore agrees that in the event it breaches any provision of this Agreement, the other party will be entitled to injunctive or other equitable relief, in addition to any other relief to which it may be entitled. 6. With respect to any particular item of Confidential Information, the obligations set forth herein will remain in full force and effect for a period of two (2) years from the date of disclosure of such Confidential Information by the Disclosing Party. This Agreement will terminate three (3) years after the last disclosure of Confidential Information hereunder.

7. Nothing herein will be construed as a warranty of accuracy, worth or fitness of the information furnished pursuant to this Agreement. The furnishing of Confidential Information hereunder will not obligate either party to enter into any further agreement or negotiation with any other party or, except as expressly set forth herein, to refrain from entering into an agreement or negotiation with any other party or to refrain from engaging in any business activity whatsoever. 8. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, this Agreement will not be assignable without the prior written consent of both parties.

9. No failure or delay by a party in exercising any right under this Agreement will operate as a waiver of such right or any other right under this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to principles of conflicts of law. In the event any provision of this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement will remain in full force and effect to the maximum extent possible. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof. All prior or contemporaneous agreements or understandings between the parties relating to the subject matter hereof, whether oral or written, are superseded by and merged into this Agreement. No change or modification of this Agreement will be valid unless the same is in writing and signed by the parties.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement as of the date first set forth above. Company Haga Click e inserte Nombre Compaia

By: ________________________________ Name: Title: inserte Cargo

By: ________________________________ Name: Haga Click e inserte Nombre Representante Title: Haga Click e