This Mutual Non-Disclosure Agreement (the "Agreement") is entered into effective between Whitney Reynolds Media, (hereinafter referred to as "Disclosing Party")

1. Purpose and Scope

The Disclosing Party and the Receiving Party wish to explore a business relationship. In connection with this relationship, each party (as the "Discloser" or "Recipient" respectively) may disclose to the other party ("Recipient") certain Confidential Information (as defined below). This Agreement sets forth the terms and conditions under which Disclosing Party and Recipient will exchange information identified as confidential.

2. Confidential Information

For purposes of this Agreement, "Confidential Information" shall mean any information disclosed by either party to the other party that, reasonably understood by the recipient to be proprietary or confidential. This includes, but is not limited to, trade secrets, business plans, financial records, customer lists, and any other information that is not generally known to the public.

3. Non-Disclosure and Non-Use Obligations

a. Recipient agrees to hold the Confidential Information in strict confidence and to refrain from disclosing the Confidential Information to any third party or using the Confidential Information for any purpose other than the purposes expressly set forth in this Agreement.

b. Recipient shall not disclose, reproduce, or distribute any Confidential Information to any party, except those of its employees, agents, and subcontractors who have a need to know for the purposes expressly set forth in this Agreement. Recipient shall ensure that its employees, agents, and subcontractors are subject to confidentiality obligations that are no less restrictive than those set forth in this Agreement.

c. Recipient shall take all measures necessary to protect the secrecy of and avoid disclosure or use of Confidential Information in an unauthorized manner. These measures shall be at least equal to the measures that Recipient uses to protect its own confidential information and shall meet industry standards.

d. Recipient shall not make any copies of Confidential Information except as authorized in writing by the Disclosing Party. Upon request or upon termination of this Agreement, Recipient shall promptly return all originals and copies of Confidential Information to the Disclosing Party.

4. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall survive from the effective date of this Agreement.

5. No License or Ownership

Nothing in this Agreement shall be construed as granting any rights or license by the Disclosing Party to the Receiving Party, directly or indirectly, express or implied, under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party.

6. No Warranty or Representation

The Confidential Information is provided "as is" without any warranty, express or implied, as to its accuracy, completeness, or otherwise. The Disclosing Party makes no representation or warranty as to the adequacy, accuracy, or completeness of the Confidential Information.