This mutual nondisclosure agreement is between Tier 1, SMARTvt, SMART Holdings USA, Job Club ("Discloser") and their employees, consultants, trusted advisors, board members, job club participants, and corporate officers ("Recipient"). It protects both parties' confidential information, including intellectual property, exchanged verbally, in writing, electronically, or through other means. The agreement prohibits using or disclosing confidential information without authorization for three years. It also requires keeping the information secure, returning or destroying it upon request, and handling any government requests carefully to prevent losing its proprietary status. The agreement is governed by Vermont law and allows for injunctive relief in case of a breach.

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MUTUAL NONDISCLOSURE AGREEMENT
1.1 Exchanges of Information, Intellectual Property, Work Product,
Information, via Verbal, Written, Electronic, Social Media, Audio, Network, Email, Blogs, or
Press Releases.
This Mutual Nondisclosure Agreement is made as of Tuesday, February 22, 2011(the “Effective
Date”) between “Discloser” (“Tier 1, SMARTvt, SMART Holdings USA, Job Club”), with an
office at 104 Country Club – East, South Burlington 05403 and:
Recipients: Agents, Employees, Consultants, Trusted Advisors, Board Members, Job Club
Participants, Corporate Officers, NDA Approved Reviewers of Materials.
“Confidential Information” as used in this Agreement shall mean any and all technical and
non-technical information including patent, copyright, trade secret, and proprietary information,
techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment,
algorithms, software programs, software source documents, and formulae related to the current,
future and proposed products and services of each of the parties, and includes, without limitation,
each party’s respective information concerning research, experimental work, development,
design details and specifications, engineering, financial information, procurement requirements,
purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and
marketing plans and information.
“Confidential Information” also includes proprietary or confidential information of any third
party who may disclose such information to either party in the course of the other party’s
business.
Any information disclosed by the disclosing party (“Discloser”) will be considered Confidential
Information of Discloser by the receiving party (“Recipient”), only if such information (a) if
provided as information fixed in a tangible medium of expression, is conspicuously designated as
“Confidential” or “Proprietary”, or (b) if provided orally, is identified as confidential at the time
of disclosure and confirmed in writing within thirty (30) days of disclosure.
In consideration of the parties’ discussions and any access of Recipient to Confidential
Information of Discloser, each party hereby agrees as follows:
1. Nondisclosure and Nonuse Obligation. Each of the parties, as Recipient, agrees that such
Recipient (i) will not use, disseminate, or in any way disclose any Confidential Information of
the other party, as Discloser, to any person, firm or business, except to the extent necessary for
internal evaluations in connection with negotiations, discussions, and consultations with
personnel or authorized representatives of Discloser and then only if such person, firm or
business is not a competitor of Discloser, and for any other purpose Discloser may hereafter
authorize in writing, (ii) will not divulge any Confidential Information or any information
derived therefrom to any third person, (iii) will not, directly or indirectly, remove or export from
the United States or re-export any Confidential Information or any direct product thereof except
in compliance with and with all licenses and approvals required under applicable export laws and
regulations, including without limitation, those of the U.S. Department of Commerce, (iv) will

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not copy any Confidential Information, or “unlock,” reverse engineer, decompile, disassemble or
otherwise translate any object code portion of the Confidential Information to a human-
perceivable form nor permit any person or entity under its employ or control to do so or
otherwise seek to discover source code of any Confidential Information and (v) will not remove,
alter, cover, or obscure any confidentiality, trade secret, proprietary, or copyright notices,
trademarks, patent, or other identifying marks or designs from any Confidential Information.
Furthermore, the existence of any business negotiations, discussions, consultations or agreements
in progress between the parties shall not be released to any form of public media without written
approval of both parties. Each of the parties, as Recipient, agrees that Recipient shall treat all
Confidential Information of the other party, as Discloser, with the same degree of care as
Recipient accords to Recipient’s own Confidential Information, but in no case less than
reasonable care. Each of the parties, as Recipient, which is not an individual agrees that such
Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of
Recipient’s employees who need to know such information, and Recipient certifies that
Recipient’s employees have previously agreed, either as a condition to employment or in order to
obtain the Confidential Information of Discloser, to be bound by terms and conditions
substantially similar to those terms and conditions applicable to Recipient under this Agreement.
Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of
any unauthorized use or disclosure of Discloser’s Confidential Information. Each of the parties,
as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized
use or disclosure of Discloser’s Confidential Information.
2. Exclusions from Nondisclosure and Nonuse Obligations. The obligations under
Paragraph 1 (“Nondisclosure and Nonuse Obligations”) of each of the parties, as Recipient, with
respect to any portion of the Confidential Information of the other party, as Discloser, shall not
apply to such portion that Recipient can document: (a) was in the public domain at or
subsequent to the time such portion was communicated to Recipient by Discloser through no
fault of Recipient, (b) was rightfully in Recipient’s possession free of any obligation of
confidence at or subsequent to the time such portion was communicated to Recipient by
Discloser, (c) was developed by employees or agents of Recipient independently of and without
reference to any information communicated to Recipient by Discloser, or (d) was communicated
by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by
each of the parties, as Recipient, of Confidential Information of the other party, as Discloser,
either (a) in response to a valid order by a court or other governmental body, (b) otherwise
required by law, or (c) necessary to establish in a court of law the rights of either party under this
Agreement, shall not be considered to be a breach of this Agreement by Recipient or a waiver of
confidentiality for other purposes; provided, however, Recipient shall provide prompt prior
written notice thereof to Discloser to enable Discloser to seek a protective order or otherwise
prevent such disclosure.
3. Ownership and Return of Confidential Information and Other Materials. All Confidential
Information of each of the parties, as Discloser, and any Derivatives thereof whether created by
Discloser or the other party, as Recipient, shall remain the property of Discloser, and no license
or other rights to Discloser’s Confidential Information or Derivatives is granted or implied

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hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or
copyrighted material, any translation, abridgment, revision or other form in which an existing
work may be recast, transformed or adapted; (b) for patentable or patented material, any
improvement thereon; and (c) for material which is protected by trade secret, any new material
derived from such existing trade secret material, including new material which may be protected
under copyright, patent and/or trade secret laws. All materials (including, without limitation,
documents, drawings, models, apparatus, sketches, designs, lists and all other tangible media of
expression) furnished by each of the parties, as Discloser, to the other party, as Recipient, and
which are designated in writing to be the property of Discloser, shall remain the property of
Discloser. At Discloser’s request and no later than three (3) days after such request, Recipient
shall promptly destroy or deliver to Discloser, at Discloser’s option, (a) all materials furnished to
Recipient by Discloser, (b) all tangible media of expression in Recipient’s possession or control
to the extent that such tangible media incorporate any of Discloser’s Confidential Information,
and (c) written certification of Recipient’s compliance with Recipient’s obligations under this
sentence.
4. Independent Development. Each of the parties, as Discloser, understands that the other
party, as Recipient, may currently or in the future be developing information internally, or
receiving information from other parties that may be similar to Discloser’s Confidential
Information. Accordingly, nothing in this Agreement will be construed as a representation or
inference that Recipient will not develop products or services, or have products or services
developed for Recipient, that, without violation of this Agreement, compete with the products or
systems contemplated by Discloser’s Confidential Information.
5. No Required Disclosures. Recipient understands that nothing herein (i) requires the
disclosure of any Confidential Information of Discloser, which shall be disclosed if at all solely
at the option of Discloser (in particular, but without limitation, any disclosure is subject to
compliance with export control laws and regulations), or (ii) requires Discloser to proceed with
any proposed transaction or relationship.
6. No Warranty. All Confidential Information is provided “AS IS” and without any
warranty, express, implied or otherwise, regarding such Confidential Information’s accuracy or
performance. No license, express or implied, is granted by either party to the other as a result of
the disclosure by one to the other of Confidential Information.
7. Term. This Agreement shall govern all communications between the parties that are
made during the period from the Effective Date to the third anniversary of the Effective Date or
such earlier date on which either party receives from the other written notice that subsequent
communications shall not be so governed, provided, however, that each party’s obligations under
Paragraph 1 (“Nondisclosure and Nonuse Obligations”) with respect to Confidential Information
of the other party which such party has previously received shall continue for a period of five (5)
years from disclosure unless terminated pursuant to Paragraph 2 (“Exclusions from
Nondisclosure and Nonuse Obligations”).

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8. Export Compliance. Recipient agrees to comply with all applicable government
regulations relating to the direct or indirect export or re-export of any Confidential Information.
Unless prior authorization is obtained from the Bureau of Industry and Security, Recipient
will not (1) knowingly re-export the technical data received from Discloser to any destination, or
(2) export the direct product of the technical data, directly or indirectly, to a country listed in
Country Group D:1 or E:2 in Supplement No. 1 to Part 740 of the Export Administration
Regulations (Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, Cuba, Estonia,
Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Macau, Moldova,
Mongolia, North Korea, People's Republic of China, Romania, Russia, Sudan, Syria, the Taliban
controlled portion of Afghanistan, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, or Vietnam),
as such list may be amended from time to time.
9. Government Matters. Recipient shall not disclose Confidential Information to any
federal agency or other governmental entity (collectively, “Government") without Discloser's
prior written authorization. In the event that Recipient does disclose Confidential Information to
the Government, it shall take all steps necessary to ensure that the Government acquires no more
than 'limited rights' or 'restricted rights' (as those terms are defined in 48 C.F.R. 52.227-14(a)) in
Discloser's Confidential Information.
10. No Assignment. Neither party will assign or transfer any rights or obligations under this
Agreement without the prior written consent of the other party, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, each party reserves the right to assign
this Agreement to any current or future parent or affiliate or successor.
11. Notices. Any notices required or permitted by this Agreement shall be in writing and
shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery,
when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by
telecopy or facsimile transmission, upon acknowledgment of receipt of electronic transmission;
or (d) by certified or registered mail, return receipt requested, upon verification of receipt.
Notice shall be sent to the addresses set forth above or to such other address as either party may
specify in writing.
12. Remedies. Recipient acknowledges and agrees that due to the unique nature of
Discloser’s Confidential Information, there may be no adequate remedy at law for any breach of
its obligations hereunder, that any such breach may allow Recipient or third parties to unfairly
compete with Discloser resulting in irreparable harm to Discloser, and therefore, that upon any
such breach or any threat thereof, Discloser shall be entitled to seek appropriate equitable relief
in addition to whatever remedies it might have at law and to be indemnified by Recipient from
any loss or harm, including, without limitation, attorneys’ fees, in connection with any breach or
enforcement of Recipient’s obligations hereunder or the unauthorized use or release of any
Confidential Information.
Recipient will notify Discloser in writing immediately upon the occurrence of any such
unauthorized release or other breach of which it is aware. In the event that any of the provisions

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of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be
illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and effect. This
Agreement shall be governed by the law of the State of Vermont without regard to the conflicts
of law provisions thereof. Each party submits to the exclusive jurisdiction of the courts of the
State of Vermont. This Agreement supersedes all prior discussions and writings and constitutes
the entire agreement between the parties with respect to the subject matter hereof. No waiver or
modification of this Agreement will be binding upon either party unless made in writing and
signed by a duly authorized representative of such party and no failure or delay in enforcing any
right will be deemed a waiver. This Agreement may be amended or modified only by mutual
agreement of authorized representatives of the parties in writing. This Agreement may be signed
in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

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In witness whereof, the parties have executed this Mutual Nondisclosure Agreement as of the
day and year first set forth above.
Discloser: Tier 1, SMARTvt, SMART
Holdings USA, Job Club
By:
Name: Mark E. Renkert, Mcsl
Title: Chairman of the Board
Recipient: Employee, Consultant, Trusted
Advisor, Board Member, Information
Recipient, Job Club Participant, Executive
Officer or Agents Thereof…
By:
Name:
Title: