This CONFIDENTIALITY AGREEMENT (the “Agreement”), is made at time of purchase by and between MTS, Inc., an Illinois Corporation (“MTS, INC.”) d.b.a “ApplyForMe.net” and the (Client and the undersigned are, collectively, the “Parties”). Witnesseth

WHEREAS, the Parties contemplate entering into a relationship that calls for each to discuss, demonstrate and provide certain of its services, technology, know-how and products (collectively, “Services”) for evaluation, further development and/or referral/resale/licensing by the other (“Relationship”);

WHEREAS, in order for the Parties to further such Relationship, it will be necessary for the Parties to disclose to each other certain “Confidential Information” (as defined below);

WHEREAS, the Parties follow a policy of protecting their respective Confidential Information, including but not limited to, any patent, trade secret, copyright and other intellectual property rights relating to that technology or service;

WHEREAS, in consideration for and as a condition to either Party (the “Furnishing Party”) furnishing its respective Confidential Information to the other (“Receiving Party”), the Parties mutually acknowledge the confidential and proprietary nature of their respective Confidential Information and agree to hold and keep the same as provided in this Agreement;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

(1) Confidential Information: As used herein, a Furnishing Party’s “Confidential Information” shall mean any and all job application information, name, address, work history, an any other information deemed necessary for ApplyForMe.net to sufficiently provide its service, that has been or may hereafter be provided or shown to the Receiving Party (ApplyForMe.net) or its employees, officers, directors, representatives, or agents (collectively, the “Representatives), irrespective of the form of the communication, by the Furnishing Party or its representatives or agents (including attorneys and financial advisors).

(2) Confidential Information Received/Acquired by Receiving Party or its Representatives:

(a) shall be held in confidence by the Receiving Party and its Representatives using procedures no less onerous than those used by Receiving Party to protect and preserve the confidentiality of its own Confidential Information but in no event less than a reasonable standard of care; provided that the obligations with respect to Confidential Information that is source code, information about Furnishing Party’s customers or trade secrets (as such term is defined in the Uniform Trade Secrets Act in effect on the date of this Agreement) shall survive until one of the events in Section 3(a-d) is applicable thereto or, in the case of trade secrets, is no longer considered a trade secret under applicable law;

(b) shall not be used by the Receiving Party or Its Representatives for any reason or purpose other than for the Services provided in connection with the Relationship contemplated in the first WHEREAS clause above; and

(c) shall not be used in any way detrimental to Furnishing Party, as solely determined by the management of Furnishing Party.

(3) The obligations under Section (2) shall not apply to any information from Furnishing Party, which:

(a) is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives; or

(b) was available to Receiving Party on a non-confidential basis prior to its disclosure to Receiving Party by Furnishing Party; or

(c) becomes available to Receiving Party on a non-confidential basis from a source other than Furnishing Party or its representatives or agents, provided that the source is not bound by a confidentiality agreement with Furnishing Party or its representatives or agents or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.

(4) If Confidential Information is required to be disclosed by a governmental agency or court having proper jurisdiction or is requested or legally compelled to be disclosed by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, Receiving Party shall give Furnishing Party prompt notice to afford Furnishing Party the opportunity to seek a protective order or other appropriate remedy and/or waive compliance with the non-disclosure provisions of this Agreement. Receiving Party will fully cooperate with Furnishing Party in connection with Furnishing Party’s efforts to seek such an order or other remedy. If such protective order or other remedy is not obtained, or Furnishing Party waives compliance with the provisions of this Agreement, Receiving Party will furnish only that portion of the Confidential Information which, in the written opinion of legal counsel, is legally compelled to disclose or else stand liable for contempt or suffer other censure or penalty; provided, however, that Receiving Party shall use its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any Confidential Information so disclosed.

(5) Confidential Information and all documents, in hard copy or electronic format, containing Confidential Information, disclosed, shall be and remain the property of Furnishing Party at all times and shall not be reproduced except as may be reasonably necessary for performing a clearance option in connection with the Services. Upon Furnishing Party’s written request, all Confidential Information, disclosed, shall be returned to Furnishing Party, in hard copy or electronic format, or destroyed upon completion of a clearance conclusion in connection with the Services, with a record copy to be retained by Receiving Party.

(6) Confidential Information shall be disclosed only to Receiving Party Representatives who have a need to know such information in connection with the Services, who have entered into an agreement of confidentiality with Receiving Party, and who Receiving Party has informed of the confidential nature of the Confidential Information. Receiving Party shall assume full responsibility for any breach of this Agreement by any of its representatives.

(7) Disclosure of any information under this Agreement shall not be construed as granting, directly or by implication, any license under any United States or foreign patent, patent application or copyright, or any other intellectual property rights. This Agreement shall not preclude either party from exploring or entering into business opportunities with third parties, including competitors of Furnishing Party, in a manner consistent with the terms, conditions, and obligations of this Agreement; provided, however:

(a) in no event shall Receiving Party disclose the Confidential Information to any third parties or use the Confidential Information except as permitted in Section 2 hereof, and;

(b) Receiving Party represents that it has no agreement nor any obligation to any third party that would in any way interfere, hamper, or limit its ability to comply with this Agreement.

(8) Receiving Party understands that neither Furnishing Party nor any of its representatives or agents makes any representation or warranty (express or implied) as to the accuracy, completeness or value of the Confidential Information. Receiving Party agrees that neither Furnishing Party nor its representatives or agents shall have any liability to Receiving Party or any of its Representatives resulting from the use of the Confidential Information by Receiving Party or its Representatives.

(9) The parties shall not be obligated to compensate each other for the use of any information exchanged under this Agreement, so long as the use is limited to the purpose stated in this Agreement. This Agreement shall not obligate either party to procure the goods or services of the other party.

(10) This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the subject matter of this Agreement. The terms of this Agreement may not changed except by subsequent written agreement duly executed by an authorized representative of each of the parties.

Agreement to Payment Terms

This page states the Terms of Use (”Terms”) under which You (as defined below) may use www.applyforme.net (”ApplyForMe”), an on-line service to provide post and search employment opportunities and Client (as defined below) resumes. ApplyForMe features APPLYFORME Networking, an on-line project management area designed to facility the communication between Clients and ApplyForMe, its affiliates, and agents. ApplyForMe allows its Clients to crate individual profiles, which may include personal information. This information will be used to apply for various positions found by ApplyForMe on a number of employment websites. Clients agree to allow ApplyForMe to apply for jobs that meet certain criteria as selected by the Client.

These Terms include the ApplyForMe Privacy Statement and the ApplyForMe Fee Policy, each of which is incorporated into these Terms by reference. Please read these Terms carefully. If You do not accept the Terms stated here, do not use ApplyForMe.Net and its services. By using ApplyForMe, You agree to be bound by these Terms, including the ApplyForMe Privacy Statement, and, if applicable, the ApplyForMe Fee Policy.

ApplyForMe, Inc. (”ApplyForMe”) may revise these Terms at any time by posting an updated version to this Web page. You should visit this page periodically to review the most current Terms because they are binding on You. The terms “You” and “User” as used herein refer to all individuals and/or entities accessing ApplyForMe.net for any reason. The term “post” as used herein shall mean information that You submit, publish or display on any ApplyForMe.net Site (as defined below).

ApplyForMe.net Liability

ApplyForMe.net acts as a venue for employers to post job opportunities and candidates to post resumes and Profiles and does not screen or censor the listings, including Profiles offered. APPLYFORME is not involved in the actual transaction between employers and candidates. As a result, APPLYFORME has no control over User Content, the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings and APPLYFORME makes no representations about any jobs, resumes or User Content on ApplyForMe.net. APPLYFORME may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for APPLYFORME, damage APPLYFORME’S brand or public image, or cause APPLYFORME to lose (in whole or in part) the services of its ISPs or other suppliers. While APPLYFORME reserves the right in its sole discretion to remove User Content, job postings, resumes or other material from ApplyForMe.net from time to time, APPLYFORME does not assume any obligation to do so and disclaims any liability for failing to take any such action.

APPLYFORME Networking provides a venue for individuals to network for professional purposes and APPLYFORME does not screen or censor the Profiles or User Content on ApplyForMe.net. APPLYFORME is not involved in the actual communications between APPLYFORME Networking Users. As a result, APPLYFORME has no control over the accuracy, reliability, completeness, or timeliness of the Profiles or User Content submitted on ApplyForMe.net and makes no representations about any Profile or User Content on ApplyForMe.net.

In addition, note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other Users with whom You come in contact through ApplyForMe.net and/or the other APPLYFORME Sites. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that You will use caution and common sense when using ApplyForMe.net and/or the other APPLYFORME Sites.

Because User authentication on the Internet is difficult, APPLYFORME cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on any APPLYFORME Site, in the event that You have a dispute with one or more Users, You release APPLYFORME (and our agents and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

The APPLYFORME Sites and the APPLYFORME Content may contain inaccuracies or typographical errors. APPLYFORME makes no representations about the accuracy, reliability, completeness, or timeliness of any APPLYFORME Site or the APPLYFORME Content. The use of all APPLYFORME Sites and the APPLYFORME Content is at your own risk. Changes are periodically made to APPLYFORME Sites and may be made at any time. You acknowledge and agree that You are solely responsible for the form, content and accuracy of any resume or material contained therein placed by You on the APPLYFORME Sites. Employers are solely responsible for their postings on APPLYFORME Sites. APPLYFORME is not to be considered to be an employer with respect to your use of any APPLYFORME Site and APPLYFORME shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs on any APPLYFORME Site.

APPLYFORME cannot guarantee and does not promise any specific results from use of ApplyForMe.net or any APPLYFORME Site. No advice or information, whether oral or written, obtained by a User from APPLYFORME or through or from ApplyForMe.net or any other APPLYFORME Site shall create any warranty not expressly stated herein.

Disclaimer of Warranty.

APPLYFORME DOES NOT WARRANT THAT ANY APPLYFORME SITE WILL OPERATE ERROR-FREE OR THAT ANY APPLYFORME SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF ANY APPLYFORME SITE OR THE APPLYFORME CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, APPLYFORME IS NOT RESPONSIBLE FOR THOSE COSTS. THE APPLYFORME SITES AND APPLYFORME CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. APPLYFORME, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. APPLYFORME MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE APPLYFORME CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

Disclaimer of Consequential Damages.

IN NO EVENT SHALL APPLYFORME, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY APPLYFORME SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY APPLYFORME SITE AND THE APPLYFORME CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT APPLYFORME IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability.

APPLYFORME’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY APPLYFORME SITE OR YOUR USE OF THE APPLYFORME CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED $100.

Links to Other Sites.

ApplyForMe.net and certain other APPLYFORME Sites contain links to third party Web sites. These links are provided solely as a convenience to You and not as an endorsement by APPLYFORME of the contents on such third-party Web sites. APPLYFORME is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If You decide to access linked third-party Web sites, You do so at your own risk.

No Resale or Unauthorized Commercial Use.

You agree not to resell or assign your rights or obligations under these Terms. You also agree not to make any unauthorized commercial use of any APPLYFORME Site.

Indemnity.

You agree to defend, indemnify, and hold harmless APPLYFORME, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material You provide to any APPLYFORME Site, (ii) your use of any APPLYFORME Content, or (iii) your breach of the terms of these Terms. APPLYFORME shall provide notice to You promptly of any such claim, suit, or proceeding.