TERMS AND CONDITIONS

Whereas the Parties agree as follows:

1.0 Agreement Purpose. This Agreement entered into by the Parties listed below, and by their written acknowledgement and acceptance of the terms and conditions set forth herein, is their absolute agreement with regards to confidentiality, non-disclosure, non-circumvention and non-competition with regards to Transcription Certification Institute, or any other organization associated with the agreement (hereinafter referred to as the “Transcription Certification Institute”), operating from 17782 Cowan, Suite B,Irvine, CA 92614

2.0 The Party(ies) seeking disclosure an individual and representing (desires to obtain confidential information and property of Transcription Certification Institute, with understanding by each party hereto that Transcription Certification Institute considers such disclosed information protected under the California and Federal Uniform Trade Secrets Act, (hereinafter referred to as the “Act”) pursuant to the definition [CC §3426.1(d) “Trade secret” means information, including formula, pattern, compilation, program, device, method, technique or process that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and, (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.], and as defined in Penal Code §499c, Government Code §6254.7(d), Business and Professions Code §§ 16606 and 16607(a), Evidence Code §§1060-1061, Revenue and Taxation Code §11342, the Federal Ninth Circuit Court has upheld that trades secrets include property encompassing “confidential and non-public commercial information such as customer lists, credit data, lists of services provided customers, and accounting data and services of employees and customer goodwill, and funding processes”; and,

3.0 Effects of Disclosure; Compliance with Law. Transcription Certification Institute considers such information disclosed as absolutely proprietary to Transcription Certification Institute, under the definitions of the Act such that information disclosed, if revealed without authorization by Transcription Certification Institute to others or if used by the Party(ies) receiving said confidential and secret information, would be cause for injury and damages to Transcription Certification Institute, and where such act of disclosure is consider to be a criminal act, as defined in Penal Code §499c, and that such information is an integral and valuable part of the Transcription Certification Institute business, and that such trade secrets and confidential information derive its/their value “from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.” CC §3426(1)(d)(1) and (2) and satisfies the definition required by law; and,

4.0 Absolute Ownership. This agreement absolutely expresses the relationship of the Party(ies), wherein Transcription Certification Institute is the owner, provider and discloser of its proprietary/secret information, and the Party(ies) is/are first receiving the confidential information of Transcription Certification Institute, pursuant to Vacco Indus. v Van Den Berg (1992) 5 CA4th 34, 6CR2d 602; and,

5.0 Reasonable Efforts. Transcription Certification Institute and the Party(ies) agree that Transcription Certification Institute has taken reasonable measures to keep such information secret, and that the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means to the public, and that Transcription Certification Institute, as the owner, is the entity in which the rightful legal and equitable title to, or license in, the trade secrets is reposed; and,

7.0 Confidential Relationships. Party(ies) agree that trade secrets of Transcription Certification Institute include but are not limited to the confidential relationships of Transcription Certification Institute with clients, funders, banking resources, institutions, insurance companies, accountants, attorneys, and banks, and others, and that such are covered under the trades secrets laws, having their origins in common law recognition of confidential relationships, and which are preserved even after disclosure when they are disclosed in the environment of a confidential relationship or otherwise disclosed under the obligation of secrecy and/or confidentiality having the obligation of confidence, therefore the disclosures and all of them made by Transcription Certification Institute to the Party(ies) are made under the umbrella of confidential relationship, Kewanee Oil Co. v. Bircon Corp (1974) 416 US 470, 40 L Ed 2d 315; and,

8.0 Obligation of Confidentiality is Implied. Party(ies) agree that the obligation of confidentiality, non-disclosure, non-circumvention and non-competition is implied in the negotiations for sale of venture, development of venture, license negotiations, independent contractor relationships, employment relationships, relationships with vendors, joint venture relationships and relationships between licensed professionals and Party(ies) in interest to financial transactions. In the event and in the course of contact with others, whether doing business or not with Transcription Certification Institute, Party(ies) agree to not disclose to third parties the information considered trade secrets herein, provided by Transcription Certification Institute; and,

9.0 Limitation on Copying, Reproduction and Electronic Transmission. Party(ies) agree herein, not to copy, reproduce or transmit electronically or otherwise, any of the information or materials revealed or provided by Transcription Certification Institute, without specific prior written approval of the specific means and materials approved for such copying, reproduction or electronic transmission. Such access is agreed to be on a “need-to-know” basis. Unauthorized copying, reproduction, electronic transmission and/or other communication of Transcription Certification Institute trade secret information shall be considered a violation of this contract, and prosecutable by Transcription Certification Institute, against the Party(ies) and third parties, if any; and,

10.0 Copyright and Proprietary Legends.Transcription Certification Institute has established a policy of and procedures for disseminating information including the notices of confidentiality, trades secret and copyright notice with proprietary legends. Markings and notice on such documents and information are clear indication of consideration applicable to this agreement; and,

11.0 Waste Disposal. Party(ies) agree to adequately handle disposal of waste papers and documents related to the trade secrets and business matters of Transcription Certification Institute, with the understanding that federal and state law have provided that a person, corporation or entity does not have a reasonable expectation of privacy in trash left for collection in a public place or interdiction along a disposal route; therefore Party(ies) agree to shredding (double cross-cut or better methodology) of such information and/or materials before discarding such in normal channels; and,

12.0 Non-Competition. Pursuant to Business and Professions Code §16600, in narrow exception allows a covenant restraining competition to be enforced when subsequent to disclosure of trade secrets and confidential information, competition practices the unauthorized use of the disclosed trade secrets and/or confidential information, the Party(ies) hereto expressly agree not to compete in any manner or form against Transcription Certification Institute during the period of five years after disclosure, including but not limited to not soliciting customers or employees of Transcription Certification Institute for two years after disclosure or termination of an employee-licensee or other relationship between the Party(ies) and Transcription Certification Institute; and,

13.0 Non-Circumvention. Pursuant to Transcription Certification Institute’ rights at common law in this agreement and in the confidential relationship established herein, and under protections of the Law and Acts referenced on paragraph 2.0, where the Party(ies) acknowledge, accept and consent herein and below, the Party(ies) agree to not circumvent Transcription Certification Institute with its trade secrets, confidential information, and other information identified and described in the above paragraphs in any way, by any manner or means or third parties or agents, including the contact of persons, companies, trusts, banks, or other Entities not specifically authorized by Transcription Certification Institute or its officer. At no time does the Party(ies) have the right to approach or discuss confidential information with another Party(ies) who has executed this Absolute Agreement without prior written consent by Transcription Certification Institute. If Party(ies) unwittingly breach confidential information then Party(ies) must immediately notify Transcription Certification Institute with the name and contact information of the recipient of the confidential information and secure (and deliver to Transcription Certification Institute) an executed copy of this Absolute Agreement signed by the recipient; and,

14.0 Penalties. Party(ies) agree that CPC §499c and CPC §496 provides for the prosecution of trade secret misappropriation by persons or conspiring persons with them, with criminal and civil penalties including fines, imprisonment probation and restitution. 18 USC §§1341, 1343 provide prosecution and penalties for theft of trade secrets including fines up to $1,000,000 and imprisonment up to 30 years, and where the federal court has upheld that trades secrets in addition to declared information, include property encompassing “confidential and non-public commercial information such as customer lists, credit data, lists of services provided customers, and accounting data as work and services of employees and customer goodwill”. In addition, as provided in PC §502(c) and (e) it is illegal to gain access to and without permission use any computer data or intellectual property contained within a computer or computer network, where such is punishable by fine of up to $10,000 and imprisonment up to three years or both, with statute of limitations at three years if the crime is charged as a felony, and where the victim may bring civil action for compensatory damages and attorney fees in addition to other remedies. US Law invoked is 18 USC §§2311-2322 (see ND Ill 1990) US v Riggs 739 F Supp, 414 where such crime under federal statute is punishable by fine, up to ten years imprisonment or both, with a statute of limitations of five years. As provided in 18 USC §1962 RICO, theft of trade secrets constitutes a form of “enterprise” that engaged in “a pattern of racketeering activity”, of which RICO violation is punishable by fine of up to $25,000, imprisonment up to 20 years, or both. RICO has no statute of limitations, 5-year limitation holds in non-capital offenses. If Party(ies) is/are charged with a crime violating this agreement, defense counsel should be retained; and,

15.0 Inclusiveness. All terms and conditions are included herein, no other terms are intended or implied; and,

16.0 Venue. Jurisdiction for this Agreement shall be the courts of the State of California and the Federal District Court in closest proximity to Orange County, California; and,

17.0 Litigation. Should dispute arise from the activities of the Party(ies) in respect to this Agreement, Transcription Certification Institute, at its sole option, reserves the right to submit the matter to arbitration under the appointment of an administrative law judge, or in the alternative, to prosecute violations directly in a court of competent jurisdiction; and,

18.0 Violations. In the event Transcription Certification Institute becomes aware of violations of this agreement by the Party(ies) hereto or third parties, Transcription Certification Institute may seek immediate injunction and proceed under provisions of paragraph; and,

19.0 Severability. In the event that any provision, clause or paragraph is found by a court of component jurisdiction to be voidable, or of no effect, all other provisions, terms and conditions shall remain in full force and shall continue to be of binding effect upon the Parties; and,

20.0 Notices. The Party(ies) and Transcription Certification Institute herein agree that the addresses of each for Notice and Service of Process are as shown below, confirmed by the signatures of the authorized Party(ies); such notices shall be effective when service is made by US Mail, FEDEX (or other courier and/or FAX transmission; registered email, and,

21.0 Acknowledgment and Acceptances. Parties hereto by signatures below acknowledge reading this Agreement and understanding the Terms and Conditions stated herein, and therefore accept the Terms and Conditions as stated, not withstanding waiver of any defenses or other rights at law.

Agreement as originally stated and accepted, recognizing provisions for amendment as provided in Section 15.0, 19.0, and 20.0.