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NON-DISCLOSURE AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT

This Agreement is between Vit Liskutin CG (“OWNER”); and an individual (“RECIPIENT”).

WHEREAS, Vit Liskutin CG has developed through substantial effort, research, time, and expense certain inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets directed and related to the work : GRANDFATHERS COTTAGE

WHEREAS, Vit Liskutin CG desires to disclose the INFORMATION on a confidential basis to RECIPIENT solely for the purposes of evaluating the INFORMATION for possible future business arrangements; and

WHEREAS, Vit Liskutin CG wishes to maintain the confidentiality of the INFORMATION and the protection of Vit Liskutin CG intellectual property rights.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:

I. CONFIDENTIAL INFORMATION

Vit Liskutin CG agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the parties.

RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing, using, selling, or offering for sale any and all of said INFORMATION, other than at the request of Vit Liskutin CG, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep confidential and refrain from disclosing any and all of the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the INFORMATION.

Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by Vit Liskutin CG, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by Vit Liskutin CG, or is received from a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by Vit Liskutin CG that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to Vit Liskutin CG an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by Vit Liskutin CG.

This is not an offer for sale or license. No right or license is granted by Vit Liskutin CG to RECIPIENT in connection with the technical information or inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of Vit Liskutin CG and shall promptly be returned by RECIPIENT upon request.

This Agreement shall remain in force in spite of disclosure of the INFORMATION by Vit Liskutin CG in the form of patent applications, copyright applications, or other disclosures by Vit Liskutin CG.

II. RESTRICTIONS

A. Except for the express written consent of Vit Liskutin CG, RECIPIENT agrees:

Not to use or disclose to another person or entity any confidential information of OWNER;

Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and

To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER.

B. RECIPIENT further agrees, at the request of Vit Liskutin CG:

To immediately return to Vit Liskutin CG all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of Vit Liskutin CG; and

To refrain from using or disclosing to any other person or entity any confidential information of Vit Liskutin CG.

III. INTELLECTUAL PROPERTY

A. Title and Copyright Assignment

All products and results of RECIPIENT’S services rendered hereunder (the "Work") are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of Vit Liskutin CG.

Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to Vit Liskutin CG, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world.

If the Work is one to which the provisions of 17 U.S.C. § 106A apply, RECIPIENT hereby waives and appoints Vit Liskutin CG to assert on RECIPIENT’S behalf RECIPIENT’S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for Vit Liskutin CG purposes.

RECIPIENT agrees to execute all papers and to perform such other proper acts as OWNER may deem necessary to secure for Vit Liskutin CG or its designee the rights herein assigned.

B. Ownership of Trademarks

RECIPIENT hereby acknowledges that Vit Liskutin CG shall retain all right, title, and interest in all trademarks, trade dress, and good will that results from the INFORMATION or any use or offer to sell thereof.

IV. COVENANT NOT TO SUE

RECIPIENT shall not institute any action or suit at law or in equity against Vit Liskutin CG, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of Vit Liskutin CG.

V. DAMAGES AND SPECIFIC PERFORMANCE

RECIPIENT agrees that should RECIPIENT breach any of the promises contained in this Agreement that Vit Liskutin CG would suffer irreparable harm and Vit Liskutin CG would be without adequate remedy at law and that Vit Liskutin CG may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by Vit Liskutin CG for RECIPIENT’S breach of this Agreement.

VI. NO WAIVER

Failure at any time to require performance of any of the provisions herein shall not waive or diminish a party's right thereafter to demand compliance therewith or with any other provision. Waiver of any default shall not waive any other default. A party shall not be deemed to have waived any rights hereunder unless such waiver is in writing and signed by a duly authorized officer of the party making such waiver.

VII. SEVERABILITY

Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law

VIII. MERGER/MODIFICATION IN WRITING

RECIPIENT agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing and by agreement between both parties. Notwithstanding this paragraph, RECIPIENT shall honor all prior obligations concerning confidentiality of Vit Liskutin CG confidential INFORMATION.

IX. CHOICE OF LAW

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California in the Central District of California. Any dispute involving the terms or conditions of this Agreement shall be brought in the Central District of California or a California State court of competent subject matter jurisdiction therein. Each of the parties hereby submits to the personal jurisdiction of said court.

IN WITNESS WHEREOF, the parties have executed this agreement as of the latest date indicated below

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