CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION

THIS AGREEMENT is made and entered into between BUILD PERFECT CREDIT, INC., an Ohio corporation ("Company") and ("Affiliate") as follows:

WITNESSETH

In consideration of the Company's continued affiliation with affiliate and use of Affiliate's services, the parties hereto agree as follows.

1. Non-Disclosure of Confidential Information. Affiliate understands and hereby acknowledges that, as a result of his affiliation with the Company, he/she will necessarily become informed of, and have access to, confidential information of the Company including, without limitation, its computer programs and software, methods, applications, inventions, processes, trade secrets, techniques, technical information and technology, know-how, plans, specifications, identity of customers and identity of suppliers, financial information, including modifications, improvements, or extensions thereof whether or not reduced to tangible form, relating to the businesses of the Company, whether or not marked or designated as “Confidential,” “Proprietary,” or the like, in any form and that such information, even though it may be developed or otherwise acquired by Affiliate, is the exclusive property of the Company to be held by Affiliate in trust and solely for the Company's benefit. Confidential Information also includes any notes, analyses, compilations, studies, or other material or documents prepared by Affiliate that contain, reflect, or are based, in whole or in part, on the Confidential Information. Accordingly, Affiliate hereby agrees that he /she does not own and he/she shall not, at any time, either during or subsequent to his/her employment hereunder, use, copy, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, any of the Company's confidential information without the written consent of the Company, except for use on behalf of the Company in connection with the Company's business. Notwithstanding the foregoing, the provisions of this Section shall not apply to any information which (i) becomes generally available to the public other than as a result of disclosure by Affiliate; (ii) was available on a non-confidential basis prior to its disclosure to Affiliate by the Company or its representatives, or (iii) becomes available to Affiliate on a non-confidential basis from a source other than the Company or its representatives provided that such source is not bound by a confidentiality agreement with the Company or its representatives. For the purposes of this Section, the term “the Company” shall also mean and include its parents, subsidiaries, joint ventures and other affiliates. The obligations of this Section shall also apply to proprietary or confidential information of another party that the Company receives in the normal course of Affiliate's employment with the Company.

2. Return of Confidential Information. Affiliate shall, at any time upon the request of the Company, immediately return to the Company (or, with the prior agreement of Company, destroy and provide the Company with written confirmation of such destruction) all Confidential Information (including customer lists, software, notes, writings, and other material developed therefrom by Affiliate) and all copies thereof and retain none for his/her files. Notwithstanding such return, Affiliate shall promptly destroy all memoranda, notes, and other writings prepared by Affiliate or on his/her behalf based upon the Confidential Information, and Affiliate shall provide certification to the effect that Affiliate has fully complied with the requirements of this Section. All of the provisions of this Agreement shall survive the return of the Confidential Information to Company for the term of this Agreement.

3. Covenant Not to Compete. Affiliate hereby agrees that during the term of Affiliate's affiliation with the Company and for a period of one (1) year from the date of termination hereof, he/she shall not directly or indirectly engage in any geographical area in which the Company shall be doing business, including on the Internet, in any line of business that is similar to or competitive with that then being conducted by the Company, including but not limited to credit repair and restoration services, either for his/her own account or as a member of any type of partnership or legal entity, or as a stockholder, investor, officer or director of a corporation or other legal entity, nor lend, afford or furnish money or assistance, financial or otherwise, nor organize, direct, counsel or advise anyone in any line of business that is similar to or competitive with that then being conducted by the Company in any geographical area in which the Company shall be doing business, and, in particular, shall not in any way, directly or indirectly, (i) solicit or attempt to solicit any customers or clients of the Company; (ii) solicit or attempt to solicit for any business endeavor any Affiliate of the Company; or (iii) otherwise divert or attempt to divert from the Company any business whatsoever or interfere with any business relationship between the Company and any other person. In the event that any portion of this non-competition agreement is deemed not to be enforceable by a court of competent jurisdiction because it is deemed overly broad in terms of time or the geographic area covered, this non-competition agreement shall not be void but shall be modified to extend through a reasonable time period and/or geographic area.

4. Non-solicitation. During the period of Affiliate's affiliation with the Company and for a period of one (1) year after termination of Affiliate's affiliation (for any reason whatsoever):

(a) Affiliate will not, directly or indirectly, either for Affiliate or for any other commercial enterprise, solicit, divert or take away or attempt to solicit, divert or take away, directly or indirectly, any of the Company's customers or any prospective customers being solicited by the Company at the time of Affiliate's termination, or anyone who was within the then most recent twelve-month period a customer of the Company; and (b) Affiliate will not, directly or on behalf of any company or other commercial enterprise which employs Affiliate, which has hired Affiliate as a consultant or salesperson or which is directly or indirectly controlled by Affiliate, to, directly or indirectly, solicit or attempt to solicit any person who is then employed or engaged to perform services by the Company to become employed by or enter into contractual relations with any individual or entity other than the Company, or in any manner induce, seek to induce, entice, or endeavor to entice any such person to leave his or her employment with the Company.

5. Action Upon Termination. Upon the termination of Affiliate's affiliation with the Company for any reason whatsoever, Affiliate agrees that he/she shall promptly deliver to the Company all software, drawings, manuals, letters, notes, notebooks, reports and copies thereof and all other materials of a secret or confidential nature relating to the Company's business which are in Affiliate's possession or control.

6. Equitable Relief. Because the Company does not have an adequate remedy at law to protect its business from Affiliate's competition or to protect its interests in its trade secrets, privileged, proprietary or confidential information and similar commercial assets, the Company shall be entitled to injunctive relief, in addition to such other remedies and relief that would, in the event of a breach of the provisions of this Agreement, be available to the Company. In the event of such a breach, in addition to any other remedies, the Company shall be entitled to receive from Affiliate payment of, or reimbursement for, its actual attorneys' fees and disbursements incurred in enforcing any such provision.

7. Reasonableness of Restrictions. Affiliate agrees that he/she has carefully considered the nature and extent of the restrictions upon him/her and the rights and remedies conferred upon the Company under this Agreement and hereby acknowledges and agrees that the covenants contained in this Agreement are supported by good and valuable consideration, are reasonable in time, and are reasonably necessary to protect the legitimate business interests of the Company.

8. Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, legal representatives and heirs as well as those of the affiliate.

9. Governing Law. This Agreement shall be deemed to be made under and shall be construed in accordance with the laws of the State of Ohio applicable to agreements made and fully to be performed in that state, without giving effect to its conflicts of laws provisions

10. Severability. If any terms hereof or the application thereof to any person or circumstance shall be determined to be null and void, ineffectual, invalid or unenforceable by any competent tribunal, the remaining terms hereof or the application of such term to persons or circumstances other than to those which were determined to be invalid or unenforceable shall not be affected thereby and shall continue in full force and effect.

11. Waivers. No provision hereof may be waived, in whole or in part, except by a written agreement signed by the party making such waiver. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any other provision or any subsequent breach or default of the same or similar nature.

12. Notices. Any notice required to be given or made to a party hereunder must be in writing and delivered in person or sent by certified, United States first class mail, return receipt requested, to the address of each party appearing below its signature hereto. Addresses for notice purposes may be changed by giving notice of the new address.

13. Amendment. No modification or amendment hereto shall be effective unless made in writing, signed by the party to be charged.

14. Entire Agreement. This Agreement and any employment agreement contain the entire understanding between and among the parties concerning the matters herein, and supersede any prior understandings and agreements between and among them respecting the subject matter of this Agreement. In the event of any conflict between this Agreement and that employment agreement, the terms of this Agreement shall control unless that employment agreement was entered into after the date hereof.

15. Multiple Copies. This Agreement is made in multiple copies, each of which shall constitute an original.

16. Facsimile Signatures. This Agreement may be signed by facsimile copy, and any such facsimile shall be considered an original.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.