TheKauderer Group, Inc.

 

a.

Compensation.  In consideration of Consultant’s entering into this Agreement and in exchange for the Services to be performed pursuant to this Agreement, the Company shall compensate the Consultant $250,000.00 in restricted shares under Rule 144 with Registration Rights. These shares shall be issued the Registration Rights upon successful completion of an OTCBB listing. These shares are issued for such services as rendered for the term of the agreement and shall be issued upon execution of the agreement. Such shares shall be issued in the following name:

 

 

a.

Anything herein to the contrary notwithstanding, the Company will not intentionally provide Consultant with any material non-public information, unless both (i) advising Consultant in writing prior to such disclosure that the information about to be provided constitutes material non-public information and whether, when and by what means the Company intends to make such information public and (ii) Consultant, in its sole and absolute discretion, agrees in writing to receive such information.  In furtherance of the foregoing, and not in limitation thereof, Consultant may agree in writing to receive such information on the condition that the Company comply with Regulation FD promulgated by the Securities and Exchange Commission as if the provisions regarding Confidential Information were not included in this Agreement and the Consultant was not subject to any confidentiality requirements (written, oral, implied, anticipated or otherwise) with respect to such information.

 

b.

Provided Consultant has agreed to receive material non-public information with respect to the Company in the manner provided in subparagraph(a) of this Section 6, or the Company has advised Consultant that the information to be provided is not material non-public information with respect to the Company, Consultant acknowledges that certain information that may be disclosed to Consultant by the Company may be confidential, proprietary, and secret in character.  Consultant agrees that such information will (i) be kept confidential by Consultant, (ii) not be used by Consultant in any way detrimental to the Company, and (iii) not be used other than in furtherance of the Services to be provided under this Agreement.

 

c.

The term “Confidential Information” means any information or knowledge that is not generally known to the public that is disclosed or made known to the Consultant directly or indirectly during the term of this Agreement (regardless of the form in which communicated and including all notes, memoranda, records, analyses, test results, surveys, applications for governmental approvals, and other documents and items that were prepared by the Consultant, other employees of the Company, or other persons or entities acting at the behest of or in conjunction with the Company that incorporate, embody, reflect, describe, or otherwise relate to, in whole or in part, the oral or written information made known to the Consultant).  Notwithstanding the foregoing, no item of information otherwise included in the definition of “Confidential Information” shall be deemed Confidential Information to the extent that it (i) is or becomes publicly available through no fault or breach of this Agreement, (ii) is disclosed in a non-confidential capacity by the party which would have had the right to assert that such information was Confidential Information, (iii) is lawfully obtained or could be lawfully obtained from third parties without breaching any provision of any non-disclosure agreement, (iv) is information which is previously known or is developed by the recipient independently of the disclosing party or (v) must be disclosed pursuant to or as required or directed by law or by a court or other tribunal of competent jurisdiction.  “Confidential Information” also does not include any business, industry or other analysis previously made or subsequently developed by Consultants that is not specific to the business activities of the Company.

 

d.

The Company acknowledges that Confidential Information is not necessarily material non-public information regarding the Company and that the Consultant may, in good faith, determine that any one or more items of Confidential Information, individually or in the aggregate, do not constitute material non-public information with respect to the Company.