NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this date of agreement (“Effective Date”) by the undersigned purchaser (“Purchaser”).

1. Definitions.

1.1 “Confidential Information” as used in this Agreement means information concerning [GreenTie.com and any underlying business entities] (“Seller”) which has been or is furnished to Purchaser or its Representatives in connection with the Purchaser’s evaluation of a possible negotiated transaction (a “Possible Transaction”), including its business, financial condition, operations, assets and liabilities. “Confidential Information” also includes proprietary or confidential information of any third party who may disclose such information to Purchaser during the Possible Transaction.

1.2 “Representatives” as used in this Agreement means the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of Purchaser.

2. Nondisclosure and Nonuse Obligations. Purchaser agrees that Purchaser will not use, disseminate, or in any way disclose any Confidential Information to any person, firm or business, except to the extent necessary to assess the Possible Transaction, and for any other purpose that Seller may authorize in writing. Purchaser agrees that Purchaser shall treat all Confidential Information of Seller with the same degree of care as Purchaser accords to Purchaser’s own Confidential Information, but in no case less than reasonable care. If Purchaser is not an individual, Purchaser agrees that Purchaser shall disclose Confidential Information of Seller only to those of Purchaser’s employees who need to know such information. Purchaser certifies that such employees have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Purchaser under this Agreement. In the event Purchaser proposes to disclose Confidential Information to an unaffiliated consultant or agent, it will obtain the written consent of Seller and arrange for the execution by the consultant or agent of a nondisclosure agreement in a form satisfactory to Seller. Purchaser will immediately give notice to Seller of any unauthorized use or disclosure of the Confidential Information. Purchaser agrees to assist Seller in remedying any such unauthorized use or disclosure of the Confidential Information.

3. Exclusions from Nondisclosure and Nonuse Obligations. Purchaser’s obligations under Section 2, with respect to any portion of Confidential Information, shall not apply to any such portion that Purchaser can document either (a) was in the public domain at or subsequent to the time such portion was communicated to Purchaser by Seller through no fault of Purchaser, (b) was rightfully in Purchaser’s possession free of any obligation of confidentiality at or subsequent to the time such portion was communicated to Purchaser by Seller, or (c) was developed by employees or agents of Purchaser independently of and without reference to any information communicated to Purchaser by Seller. A disclosure of any portion of Confidential Information, either (i) in response to a valid order by a court or other governmental body or (ii) otherwise required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Purchaser shall provide prompt prior written notice thereof to Seller to enable Seller to seek a protective order or otherwise prevent such disclosure.

4. Ownership and Return of Confidential Information. All Confidential Information shall remain the property of Seller, and no license or other rights to Purchaser are granted or implied hereby. Upon request from Seller at any time, Purchaser will, at Seller’s option, return or destroy all Confidential Information no later than five (5) days following such a request, and certify such destruction or return in writing.

5. Injunctive Relief. Purchaser acknowledges and agrees that monetary damages would not be a sufficient remedy for any breach of its obligations under this Agreement and that Seller shall be entitled to injunctive relief as a remedy for any such breach by Purchaser. Such remedy will not be deemed the exclusive remedy for a breach of Purchaser’s obligations under this Agreement, but will be in addition to all other available legal and equitable remedies.

6. Term. This Agreement will govern all communications from Seller to Purchaser from the Effective Date and remain in full force and effect for three (3) years; provided, however, that Purchaser’s obligations hereunder with respect to trade secrets shall survive indefinitely under applicable law.

7. Third Party Beneficiary. Purchaser agrees and acknowledges that Seller is a third party beneficiary to this Agreement and is entitled to the rights and benefits hereunder as if it were a party hereto. Purchaser agrees and acknowledges that Seller shall have the right to enforce this Agreement directly to the extent it may deem such enforcement necessary or advisable to protect its rights hereunder.

8. Miscellaneous. Any notice required or permitted by this Agreement shall be in writing and shall be delivered by email, upon acknowledgment of receipt of electronic transmission. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. This Agreement will benefit and be binding upon the parties and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any conflict of laws principles to the contrary. Venue for any disputes arising under this Agreement will lie exclusively in the state or federal courts of Delaware. The prevailing party in any such action will be entitled to recover its reasonable attorneys’ fees and costs in such action and upon any appeals. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy. No waiver or modification of any provision of this Agreement will be effective unless in writing and signed by both parties. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written.

IN WITNESS WHEREOF, Purchaser has executed this Agreement as of this Effective Date.