LOC Plan

LOC PLAN™ NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

Dear Prospect:

All Service Plans of America, Inc., (the Disclosing Party) has agreed to discuss and divulge certain trade secrets and confidential information regarding the LOC PLAN™ marketing plan and related business with your company (the Prospect). For these discussions to be productive, it is necessary for you to be provided with technical, financial, customer, personnel, marketing, and other business information of a confidential nature relating to the LOC PLAN™. The purpose for this letter is for Disclosing Party and Prospect to agree on terms for protecting the confidentiality of that information.

1. Unless otherwise indicated, all disclosure of confidential information, as defined in Paragraph 2 below and any negotiations or communications between the parties concerning the possible sale of LOC PLAN™, shall be between the Disclosing Party and Prospect  (Contacts) only. The list of Contacts to whom the confidential information is disclosed may be added to or changed as discussions progress.
2. Confidential Information as used herein shall include all marketing ideas, process, techniques, marketing points of sale, signage, pricing, sales statistics/data, costs, historical sales figures, and any other trade secrets as they may relate to the LOC PLAN™. (all hereinafter collectively referred to as “Confidential Information”). During the term of the discussions by and between Disclosing Party and Prospect and for three (3) years after the termination of this Agreement, Prospect agrees that it shall not directly or indirectly, without Disclosing Party’s written permission, use, disclose or divulge, in any capacity to any third party or entity, any of the Confidential Information.
3. Prospect agrees to use the Confidential Information only for purposes of evaluating the possible purchase of the LOC PLAN™ and related businee and marketing plan.
4. Except for disclosure to professional advisors assisting Prospect, Prospect agrees not to disclose the Confidential Information to anyone except key personnel of Prospect who have a need to know such information to evaluate the possible purchase of LOC PLAN™. Those professional advisors and personnel who are provided the Confidential Information shall be obligated not to use or disclose the Confidential Information except on Prospect’s behalf as permitted in this letter.
5. While it is agreed that neither party shall be obligated to buy or sell the LOC PLAN™ unless and until a definitive written purchase agreement is executed, it is agreed that discussions between the parties will occur only so long as both parties have a bona fide interest in such a transaction. If either party at any time determines not to proceed with such a transaction under any circumstances, that party will notify the other party in writing. Prospect will then return all materials concerning LOC PLAN™, marketing and business program and destroy any related material or information.
6. Prospect agrees that the Confidential Information belongs to the Disclosing Party and may not be used without the Disclosing Party’s express written approval.
7. Prospect agrees that it will not, directly or indirectly, engage in any similar marketing or sales program or compete with Disclosing Party regarding the LOC PLAN™ or any similar program while discussions concerning the possible Sale of Disclosing Party are pending and for a period of 3 years thereafter. This Agreement shall prohibit Prospect from engaging in any marketing or sales program similar to the LOC PLAN™ for itself or any other person or entity.

Please sign 2 copies; keep  one and return a copy of this letter for our files.