1. Definition of Confidential Information.

“Confidential Information” means certain information that one party (the “Disclosing Party”) discloses to the other party (the “Receiving Party”) that is designated as confidential or proprietary, or that a reasonable person would expect to be confidential or proprietary. Confidential Information includes the parties’ trade secrets, business, technical and financial information, programming and production plans and schedules, business and editorial practices, pricing terms, product information and personnel information. Confidential Information also includes this Agreement, the discussions about the Potential Transaction and that the parties have disclosed Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement, (b) was or becomes available to the Receiving Party on a non-confidential basis from a source that was not known to be prohibited from disclosing such information to the Receiving Party or (c) was independently developed by or on behalf of the Receiving Party through individuals who have not had access to or knowledge of the Confidential Information.

2. Treatment of Confidential Information.

The Receiving Party and its affiliates, and their respective directors, officers, employees, agents or other representatives (including attorneys, accountants, consultants and other advisors) (collectively, “Representatives”) shall use commercially reasonable efforts to keep the Confidential Information confidential (which efforts shall be no less than those used by the Receiving Party to keep its own similar information confidential) and shall not disclose the Confidential Information in any manner whatsoever except as expressly permitted herein, or use the Confidential Information other than for the purpose of evaluating, negotiating and/or consummating any Potential Transaction. Moreover, the Receiving Party shall only disclose the Confidential Information to its Representatives on a “need-to-know” basis. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Company’s and its Representatives’ obligations to keep Confidential Information confidential shall not be deemed to be breached by any disclosure by Company or an affiliate in the course of their business of disseminating news and information; provided that the individuals involved in such dissemination received such Confidential Information from a source other than the personnel of Company or its Representatives involved in the Potential Transaction.

3. Disclosure of Confidential Information.

If the Receiving Party or anyone to whom it transmits the Confidential Information becomes legally required, or receives a request from any governmental agency, to disclose any of the Confidential Information, the Receiving Party shall provide prompt notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information that is legally required or that the Receiving Party otherwise determines to be reasonably necessary to respond to a governmental request, provided that the Receiving Party exercises its reasonable efforts, at the Disclosing Party’s request and expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed. As specified in 18 USC Sec. 1833(b), the Receiving Party shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

4. Return or Destruction of Confidential Information.

Upon request by the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or, at the Receiving Party’s option, destroy all copies of the Confidential Information in its or its Representatives’ possession. Notwithstanding the foregoing, (a) the Receiving Party shall be permitted to retain one copy of the Confidential Information as may be necessary to document its consideration of any Potential Transaction solely for archival or litigation purposes; and (b) neither the Receiving Party nor any of its Representatives shall be required to destroy or erase any electronic copy of the Confidential Information that is created pursuant to such person’s standard electronic backup and archival procedures. All Confidential Information that is not returned or destroyed shall remain subject to this Agreement for so long as such materials are retained.

5. Receiving Party’s Business Activities.

The Disclosing Party acknowledges that the Receiving Party and its affiliates may be engaged in business activities that are competitive with those of the Disclosing Party and its affiliates and may develop internally or receive from third parties information that may be similar to the Confidential Information and may enter into relationships with third parties that may be similar to any Potential Transaction. So long as the Receiving Party’s actions do not constitute a breach of this Agreement, neither this Agreement nor the Receiving Party’s receipt of Confidential Information or any discussions concerning any Potential Transaction shall in any way limit, restrict or preclude the Receiving Party or its affiliates from pursuing any of their business activities or interests, developing or receiving any information, or entering into any relationship with any person.

6. Introduced Sources.

As used in this Agreement, "Introduced Source(s)" refer to any and all persons and entities with whom Disclosing Party introduces Receiving Party directly or indirectly. Receiving Party agrees not to engage with these sources without prior consent and participation from Disclosing Party, provided, however, that this restriction shall not apply to pre-existing relationships or contacts independently known to Receiving Party prior to this Agreement, as documented in writing within ten (10) business days of introduction, or to information or contacts that become publicly available or are introduced by an unrelated third party and those persons and entities shall not be considered introduced sources. Additionally, by way of illustration, and not of limitation, if an Introduced Source (whether intermediary or investor) to whom Disclosing Party introduces Receiving Party in turn introduces Receiving Party to one or more other financing sources, those other financing sources will also constitute "Introduced Sources" from Disclosing Party. Notwithstanding anything to the contrary, major independent production and/or distribution companies, television networks and cable channels shall not constitute Introduced Source(s).

7. Non-Circumvention.

During the Term and for a period of four (4) years thereafter, neither Receiving Party nor any related or affiliated person or entity will deal directly with any of the Introduced Sources introduced by Disclosing Party (or by Disclosing Party’s Introduced Sources) without Disclosing Party’s prior knowledge, written consent and active participation (‘active participation’ shall mean a reasonable opportunity for Disclosing Party to participate commercially in the transaction, and shall not require participation in negotiations unrelated to the original introduction or Potential Transaction); and neither Receiving Party nor any related or affiliated person or entity will in any way circumvent, avoid, bypass, or in any way obviate Disclosing Party (or make, assist, authorize or permit any effort to do so), either directly or indirectly, to avoid business and financial participation in, and financial remuneration and credit from and in connection with, any transaction involving any of the Introduced Sources, Projects or Companies. Disclosing Party will by copy in all correspondence and emails related to The Transactions and The Projects or The Companies introduced by Disclosing Party to Receiving Party. Disclosing Party will be in all calls and conference calls related to The Projects or The Companies

8. Proprietary Rights.

All proprietary and intellectual property rights in and to the Confidential Information shall remain the sole property of the Disclosing Party. The disclosure of Confidential Information does not grant the Receiving Party a license, option or other right, title or interest in or to Confidential Information. The Receiving Party further agrees that it shall not, and shall not allow others on its behalf to, reverse engineer, decompile or disassemble any equipment, media, software or other Confidential Information disclosed to it pursuant to this Agreement.

9. Disclaimer of Warranties.

The Disclosing Party discloses the Confidential Information without any express or implied representation or warranty hereunder and except in the case of fraud, or to the extent set forth in Section 8 below, the Disclosing Party expressly disclaims any and all liability that may be based on the Confidential Information or any errors therein or omissions therefrom. Moreover, unless and until such a definitive agreement is entered into, neither the Disclosing Party nor the Receiving Party shall be under any legal obligation of any kind whatsoever with respect to any Potential Transaction except for the matters specifically agreed to in this Agreement.

10. Indemnity.

The Disclosing Party shall indemnify, defend and hold harmless the Receiving Party and its Representatives from and against any losses, damages, liabilities or costs whatsoever (including reasonable attorneys’ fees) suffered or incurred by any such parties and arising out of or resulting from a claim asserted by a third party that the Disclosing Party entering into this Agreement, providing Confidential Information to the Receiving Party or having discussions concerning any Potential Transaction violates any agreement or order to which the Disclosing Party or any of its affiliates is a party bound; provided, however, that such indemnification obligation shall not apply to the extent such third party claim is caused by a breach of any provision of this Agreement by the Receiving Party or any of its Representatives.

11. Injunctive Relief.

Each party acknowledges and agrees that remedies at law would be inadequate to protect against a breach or threatened breach of this Agreement, and it agrees that the other party shall be entitled to seek injunctive relief without the posting of a bond or other security as a remedy for any such breach or threatened breach. Such relief shall not be the exclusive relief for a breach by either party but shall be in addition to all other remedies available at law or equity.

12. Term.

This Agreement shall terminate automatically on the second anniversary of the Effective Date; provided that the provisions of Sections 6 through 12 and the last two sentences of Section 4 shall survive indefinitely, and any claim for violation of this Agreement shall survive until the expiration of the applicable statute of limitations. Nothing herein shall be construed to waive, abridge or otherwise limit any protections afforded under applicable law to Confidential Information that consists of trade secrets even if such protections are greater and/or longer than the protections provided for under this Agreement.

13. Governing Law; Waiver of Jury Trial.

This Agreement shall be governed and construed in accordance with the laws of the State of California (without regard for principles of conflicts of laws). Each of the parties waives trial by jury in any action or legal proceeding relating to or arising out of this Agreement.

14. General.

If any term or provision of this Agreement, as applied to either party or any circumstance, for any reason shall be declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, inoperative or otherwise ineffective, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Neither party shall be liable for any indirect, incidental or consequential damages of any nature or kind resulting from or arising in connection with any breach of this Agreement. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party (directly or by operation of law, or indirectly by change of control) without the prior written consent of the other party. This Agreement contains the entire agreement between the parties concerning the confidentiality of the Confidential Information, and no modifications or waivers of this Agreement or any part hereof shall be binding upon either party, except pursuant to a signed writing. This Agreement may be signed in any number of counterparts (including by fax, PDF or similar electronic means) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

Acknowledged and agreed:

COMPANY

Club Annabella Corp: