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Mutual Nondisclosure Non-Circumvention Agreement

This Nondisclosure Agreement (this "Agreement") is made and entered into as of__________________ by and between JD LAZARE and NOBILIS GLOBAL VENTURES, INC., a Tennessee Corporation having its place of business at 404 Beauchamp Circle, Franklin, Tennessee, 37607 (“NOBILIS”) and ____________________________(“Company’) having its place of business at ____________________________________________________.

PURPOSE: NOBILIS and ____________________ (The Parties) wish to explore a business opportunity of mutual interest in the ______________________________ Industry and in connection with this opportunity wish to execute this Non-Disclosure Agreement ("Agreement").

1. Confidential Information. Confidential information means any information disclosed to by one party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without limitation documents, business plans, source code, trade secrets, intellectual property, patent materials, schematics, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data as it relates to any existing or proposed project under consideration. Confidential Information may also include information disclosed to a party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any information which the Receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, the time of disclosure by the Disclosing Party as shown by Receiving Party's files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as "Disclosing Party" in the Agreement and the party receiving the Confidential Information shall be referred to as "Receiving Party" in the Agreement.

2. Non-use and Non-disclosure. The Receiving Party agrees not to use any Confidential Information disseminated for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties hereto. Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the Receiving Party hereunder.

3. Maintenance of Confidentiality Information. The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly confidential information and shall have its employees, if any, who have access to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party shall not make any copies of Confidential Information unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party's proprietary rights

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notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.

4. Non-Circumvention. The Parties hereby legally, wholly and irrevocably bind themselves and guarantee to one another that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each other’s’ interest, or the interest or relationship between The Parties, resulting by the introduction(s) to those stated in Exhibit A of attached to this Agreement, by means of any procedures, sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions, technology owners or manufacturers as it relates to any proposed or existing technology or products introduced, for the purpose of changing, increasing or avoiding, directly or indirectly, payments of established or to be established fees, commissions, or the continuance of pre-established relationships, or to intervene in un-contracted relationships with manufacturers or technology owners, intermediaries, entrepreneurs, legal counsel, or to initiate any buy/sell or any transactional relationship that by-passes one of The Parties in favor of any other individual or entity, in connection with the subject transaction or Project or any related future Transaction or Project contemplated herein, as this applies.

5. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

6. No Warranty. All confidential information is provided “as is”. NOBILIS does not warrant that any transactions contemplated or discussed will ever come to fruition. Neither party makes any warranties, express, implied, nor otherwise regarding the accuracy or completeness of the information provided, excepting that all information exchanged must be done so in good faith.

7. Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party's request. Receiving Party will destroy any duplicates copies of confidential records on file.

8. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of NOBILIS, nor shall this Agreement grant Receiving Party any rights in or to Confidential Information except as expressly set forth herein.

9. Term. This Agreement shall survive for a period of (3), three years from the date of disclosure of the Confidential Information.

10. Injunctive Relief. All matters arising out of or relating in any way whatsoever to this Agreement, solely, shall be finally resolved by means of binding Arbitration in accordance with the American Arbitration Association rules, whether in contract, tort, or otherwise shall be governed by the laws of the State of Tennessee and the Federal Laws of the United States of America without regard to principles of conflict of law including its choice of law’s provisions. Arbitration shall be held in the City of Franklin, Williamson County. A mediator shall be appointed by agreement between the Parties. Parties agree to adhere to the ruling set forth by the American

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Arbitration Associate and agree to forego litigation in favor of their rulings. The prevailing party in such Arbitration, as shall be determined by the Arbitrator shall be entitled to an award of its reasonable legal fees and costs.

11. Miscellaneous. This Agreement of (4) four pages including Exhibit A shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Tennessee, Williamson County, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the State of Tennessee, Williamson County. The parties have executed this Nondisclosure Agreement as of the date first above written.

DATED this ______ day of _________________, 2019.

______________________________ Nobilis Global Ventures Inc.

______________________________ 404 Beauchamp Circle

______________________________ Franklin, TN 37067

By:___________________________ By:____________________________

______________________________ _______________________________

Printed Name _______________________________

Its____________________________ Its_____________________________

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Exhibit A

N/A [if checked no names have been submitted with the initial Agreement]

Name Company Phone Number Email Address