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THIS MUTUAL NONDISCLOSURE AGREEMENT is made and entered into as of Jan 21, 2010, between Gaia Interactive, Inc., having an address at 1741 Technology Drive #500, San Jose, CA 95110 and Hilario Verdusco, having an address at

1. Purpose

The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other certain confidential technical and business information that the disclosing party desires the receiving party to treat as confidential.

2. Confidential Information

"Confidential Information" means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation documents, customer information, market research data, product plans and prototypes, and technology), which if disclosed in writing or tangible form is marked as "Confidential", or with some similar designation, or if disclosed orally, or by inspection or observation, is identified as being proprietary and/or confidential at the time of disclosure, or by the nature of the circumstances surrounding the disclosure should reasonably be treated as proprietary and/or confidential. Confidential Information may also include information received by a disclosing party hereto from third parties.

Notwithstanding Section 2.A above, Confidential Information does not include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as can shown by the receiving party's files and records prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as can be shown by documents and other competent evidence in the receiving party's possession and prepared contemporaneously with such independent development; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

3. Nonuse and Nondisclosure

Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, representatives, or advisors, except in confidence to those employees, representatives, and advisors of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Neither party will reverse engineer, disassemble or decompile any prototypes, technology, or other tangible objects that embody the other party's Confidential Information and that are provided to such party hereunder.

4. Maintenance of Confidentiality

Each party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party will use at least that degree of care that it takes to protect its own confidential information of a similar nature, but in no event less than reasonable care, and will ensure that its employees, representatives, and advisors who have access to Confidential Information of the other party have signed a nonuse and nondisclosure agreement protecting Confidential Information that is substantially similar in content to the provisions hereof, prior to any disclosure of Confidential Information to such persons.

5. No Obligation

Nothing herein obligates either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

6. No Warranty


7. Return of Materials

All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, are and will remain the property of the disclosing party and should be promptly returned to the disclosing party or destroyed by the receiving party, upon the disclosing party's written request.

8. No License

Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright of the other party, nor does this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.

9. Term

The obligations of each receiving party hereunder will survive until the earlier of (i) such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party, or (ii) three years.

10. Remedies

Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.

11. Miscellaneous

This Agreement will bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement WILL be governed by the laws of the State of California, without reference to conflict of laws principles. The parties agree that any dispute arising under this Agreement will be resolved in the state or federal courts in Santa Clara County, California, and the parties hereby expressly consent to exclusive jurisdiction and venue therein. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other, except that either party may assign its rights and obligations under this Agreement in connection with any merger, consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party will have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be signed in counterparts. Each of them is an original, and all of them constitute one agreement.
I certify that I have read all 11 sections of the MUTUAL NONDISCLOSURE AGREEMENT contained in the box above and I agree with all of their terms.

Gaia Interactive, Inc.

Name: Craig Sherman

Title: Chief Executive Officer
Signed: Hilario Verdusco

Date: Jan 21, 2010

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