I, the undersigned, on behalf my stated business entity & myself (herein "Me," "My," "Mine" or "I") acknowledge that the business plan(s), product idea(s) or other material(s) or related documents, data or other information whatsoever (herein "Material") that I have or may submit to Galaxy Ventures LLC (herein "You" or "Your"), was created and produced by Me without any suggestion or request from You to write, create or submit the Material. I, therefore agree to the following terms of this Agreement, effective as of Agreement Date:

1. I represent that: (a) I am the author of the Material and that the Material is original with Me, and (b) I have the exclusive worldwide rights to the submit the Material to You on the terms and conditions set forth in this agreement, and (c) I have the power and the authority to enter into this agreement or any mutually-agreeable business relationship with You, which may concern commerce, funding, licensing, acquisitions, joint-ventures or otherwise.
2. I understand that You are in a business in which You may learn of or receive information or material about many types of businesses, some of which may be similar, or even identical, to Mine. I agree that no documents or information I provide to You will be considered confidential, proprietary or trade secret. While You generally make it a practice not to discuss or use Material submitted to You with third parties (except for investment consideration purposes), I agree You have no restrictions not to do so. Additionally, information shall not be considered confidential proprietary or trade secret that: (i) is or becomes within the public domain though no act of the receiving party; (ii) was lawfully in the possession of the receiving party without any restriction on use or disclosure prior to its disclosure hereunder; (iii) is lawfully received from another source subsequent to the date of this agreement without any restriction on use or disclosure; (iv) is lawfully deemed in writing by the disclosing party no longer to be Confidential Information; or (v) is required to be disclosed by order of any court of competent jurisdiction or other governmental authority.
3. I irrevocably covenant and warrant to release, hold harmless, indemnify, quit and forever discharge You from any loss, liability or expense, including attorney and court costs, and for the full cost and payment of Your defense, from any claim, judgment, lien or otherwise concerning My Materials, products, services, intellectual property or related, disclosed to You by Me or by any third party, or any products, services, intellectual property or related alleged to be similar or confusingly similar to My Materials, products, services, intellectual property or related, and against any claims of intellectual property infringement, trade secret theft or unfair competition brought by Me or a third party concerning this agreement or my Materials, products, services, intellectual property or related. It is understood and agreed that the provisions of Civil Code §1542 of the State of California are hereby expressly waived by Me, which reads: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affect his settlement with the debtor."
4. I agree that I shall not directly or indirectly circumvent You in any way by forming a business relationship with, by receiving investments, loans, products, services or other value or consideration whatsoever from, by providing investments, loans, products, services or other value or consideration whatsoever to, or by utilizing any person or entity to whom I was introduced by You or that is affiliated or associated with You. I hereby consent that You shall have equitable relief to prevent me from doing so, and to enforce the other terms and conditions of this agreement.
5. I understand and agree that Your use or disclosure of Material or any information containing plans, strategies, products, features, functionality, ideas or other elements or characteristics whatsoever that are similar or identical with those contained in Material, or any breach of this Agreement, unfair competition, or otherwise, shall not entitle Me to any compensation if you determine that you have an independent legal right to use or disclose such other Material, either because such features and elements were not new or novel or were not originated by Me, were independently conceived, or because other persons or entities (including Your employees or affiliates) may have received or created, or may hereafter receive or create, material containing similar or identical features, functionality, ideas or other elements or characteristics whatsoever.
6. The initial term of this agreement shall be for seven (7) years. Thereafter, You may extend this agreement for successive terms. You may terminate this agreement at any time at Your sole and exclusive discretion. My indemnification of You shall survive termination of this Agreement.
7. I understand that You are under no obligation to form a business relationship with me at any time, nor is this Agreement a commitment or promise of any kind that You will invest in or form a business relationship with Me. Any Material provided to You by Me may be kept on file by You indefinitely, whether a business relationship is ever for between You and Me.
8. Should any provisions of this agreement be found unenforceable, the remainder shall still be in effect. This agreement shall benefit and be binding upon the respective successors and assigns of You and Me. Both You and I have had the opportunity to review this agreement by our respective legal counsel, and You and I understand all of the terms and conditions herein. This agreement supersedes any prior oral or written releases or hold harmless agreement between You and I.
9. I agree that, should I bring any actions against You for wrongful appropriation, use or disclosure of Material or otherwise, such action shall be limited to an action at law for damages and in no event shall I be entitled to an injunction or other equitable relief. I agree that any such action under this agreement shall be brought with the American Arbitration Association ("AAA") branch nearest to San Mateo County, California. If I am unsuccessful in such action, I agree to pay You all the costs and expenses involved in defending such action, including all attorney, court and AAA fees. This Agreement shall be subject to the laws of the State of California, and I agree that the sole place of making and performance of this Agreement shall be Belmont, California, whether or not I actually signed this Agreement there. If I faxed this executed Agreement to You, I agree to provide an original within three (3) business days, and agree to be bound thereby.
10. I agree to the terms and conditions of this agreement, which I have executed prior to submitting or disclosing any information or documents to You or any affiliated persons, entities or or designees anywhere in the world. I agree that this agreement shall be binding on all of My officers, directors, shareholders, employees, parents, subsidiaries and affiliated persons and entities of Me anywhere in the world.

ACCEPTED & AGREED BY: