NON‐DISCLOSURE, CONFIDENTIALITY AND NON‐CIRCUMVENT AGREEMENT 

This is an Agreement made this day  between  the signatory {Disclosing/Receiving Party) with office address disclosed above and

eXp Commercial LLC ; 28 Valley Road, Suite 1 Montclair,  NJ 07042  

"Disclosing Party" and "Receiving Party" shall include each party's subsidiaries and parents and   their respective directors, officers, and employees ("affiliates"), and the rights and obligations  of the parties hereto therefore also shall inure to such affiliates and may be enforced directly by  or against such affiliates.   

As an express condition to each party disclosing Confidential Information to the other party  and in consideration of the mutual promises and covenants herein, the parties agree as follows:   

1. Non‐Disclosure. The party receiving Confidential Information (the "Receiving  Party") shall hold all Confidential Information (as defined in Section 2) in strict  confidence and shall not disclose any Confidential Information to any third party,  without the prior written approval of the Disclosing Party. The Receiving Party shall  disclose Confidential Information only to employees who need to know such  information to evaluate the possible business transaction with the party disclosing such  Confidential Information (the "Disclosing Party"), and who have signed agreements that  obligate them to treat Confidential Information as required under this Agreement. The  Receiving Party shall not use any Confidential Information for any purpose except to  evaluate a possible business transaction between the parties. The Receiving Party shall  take all reasonable measures to protect the confidentiality and avoid the unauthorized  use, disclosure, publication, or dissemination of Confidential Information; provided,  however, that such measures shall be no less stringent than measures taken to protect  its own confidential and proprietary information. Each party agrees that it will not  interfere with any business of the other party through the use of any Confidential  Information acquired hereunder nor use any Confidential Information for its own  account. The Receiving Party acknowledges that the Disclosing Party is neither  responsible nor liable for any business decisions made by the Receiving Party in  reliance upon any Confidential Information disclosed pursuant hereto.   

2. Confidential Information. "Confidential Information" in this Agreement means all  information and any idea in whatever form, tangible or intangible, whether disclosed to  or learned by the Receiving Party, pertaining in any manner to the business of the  Disclosing Party or to the Disclosing Party's affiliates, subsidiaries, consultants or  business associates, whether in written, oral, encoded, graphic, magnetic, electronic or  in any other tangible or intangible form, and whether or not labeled as confidential by  the Disclosing Party or otherwise provided by the Disclosing Party. "Confidential  Information" includes, without limitation, the following: (a) schematics, techniques,  employee suggestions, development tools and processes, computer printouts, computer  programs, design drawings and manuals, and improvements; (b) information about  costs, profits, markets and sales; (c) plans for future development and new product  concepts; and (d) all documents, books, papers, drawings, models, sketches, and other 

data of any kind and description, including electronic data recorded or retrieved by any  means, that have been or will be given to the Receiving Party by the Disclosing Party, as  well as written or verbal instructions or comments.  

3. No Obligation of Confidentiality. The obligation of confidentiality shall not apply    with respect to any particular portion of information if:         

a. it is in the public domain at the time of the Disclosing Party's communication  thereof to the Receiving Party; or   

b. it entered the public domain through no fault of the Receiving Party subsequent  to the time of the Disclosing Party's communication thereof to the Receiving  Party; or   

c. it was in the Receiving Party's possession, free of any obligation of confidence, at  the time of the Disclosing Party's communication thereof to the Receiving Party;  or   

d. it was rightfully communicated to the Receiving Party free of any obligation of  confidence subsequent to the time of the Disclosing Party's communication  thereof to the Receiving Party; or   

e. such information was developed by employees or agents of the Receiving Party,  independently of and without reference to the information and the Receiving  Party has evidence of such independent development.   

Within ten (10) days following either a request from the Disclosing Party or the  completion of business dealings between the parties hereto, the Receiving Party will  deliver to the Disclosing Party all tangible copies of the Confidential Information,  including but not limited to magnetic or electronic media containing the Confidential  Information, note(s) and paper(s) in whatever form containing the Confidential  Information or parts thereof, and any copies of the Confidential Information in  whatever form. The Disclosing Party, at its sole option, may request in writing that the  Receiving Party destroy all copies of the Confidential Information. If the Disclosing  Party requests that such Confidential Information be destroyed, the Receiving Party will  destroy the Confidential Information and, within ten (10) days of the notice from the  Disclosing Party to destroy the Confidential Information, will certify in writing to the  Disclosing Party that the Confidential Information has been completely destroyed.   

4. Use of Information by Recipient. The Receiving Party agrees to use the Confidential  Information only for the purposes of evaluating the possibility of a future collaboration  between the parties and in connection with such future collaboration, if any. The  Receiving Party agrees to restrict disclosure of the Confidential Information solely to its  employees and agents who have a need to know such Confidential Information and to  advise such persons of their obligations of confidentiality and non‐disclosure  hereunder. Further, the Receiving Party shall not disclose the Confidential Information  to third parties, including independent contractors or consultants, without the prior  express written consent of the Disclosing Party, and shall advise such third parties of  their obligations of confidentiality and non‐disclosure hereunder. The Receiving Party 

agrees to use reasonable means, not less than those used to protect its own proprietary  information, to safeguard the Confidential Information.   

5. Non‐circumvention. For twenty‐four (24) months after the effective date of this  Agreement, the Receiving Party and its officers and directors, separately and  individually, will not make any effort to circumvent the terms of this Agreement in an  attempt to gain the benefits or considerations granted to it under the Agreement by taking any  actions to indirectly gain the benefits of the Confidential Information, including but not  limited to contracting directly with any client of the other party which Disclosing Party has  identified as having access to the Confidential Information, or (b) hiring or contracting with  any present or future employee or independent contractor of Disclosing Party.  

6. Remedies. The Receiving Party agrees that the unauthorized disclosure or use of  Confidential Information will cause irreparable harm and significant injury, which may  be difficult to ascertain. The Receiving Party recognizes that its violation of this  Agreement could cause the Disclosing Party irreparable harm and significant injury, the  amount of which may be extremely difficult to estimate, thus, making any remedy at law  or in damages inadequate. Therefore, the Receiving Party agrees that the Disclosing  Party shall have the right to apply to any court of competent jurisdiction for an order  restraining any breach or threatened breach of this Agreement and for any other relief  the Disclosing Party deems appropriate. This right shall be in addition to any other  remedy available to the Disclosing Party in law or equity.   

7. Ownership of the Information. Each of the parties hereto retains title to its  respective Confidential Information and all copies thereof. The Receiving Party hereby  acknowledges that the Confidential Information is proprietary to the Disclosing Party.  Further, each party represents that it has no agreement with any other party that would  preclude its compliance with this Agreement.   

8. Survival. Each party's duty of confidentiality under this Agreement regarding the  Confidential Information shall survive the termination of this Agreement.   

9. General. This Agreement shall be binding upon and for the benefit of the parties and  their respective successors and assigns. Failure to enforce any provision of this  Agreement shall not constitute a waiver of any term hereof. This Agreement supersedes  and replaces any existing agreement entered into by the parties relating generally to the  same subject matter, and may be modified only in writing signed by the parties. This  Agreement contains the entire agreement between the parties with respect to the  subject matter hereof, and shall be governed by the laws of the State of New Jersey  without giving effects to the conflicts of law principles hereof.   

This Agreement may be executed in separate counterparts, each of which shall be an original,  but all of which taken together shall constitute one and the same instrument.  See below for signatures of all parties involved  

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