Confidentiality Agreement

THIS THIS AGREEMENT is made this day of 2006, by and between UBERRIMAE FIDEI INSURANCE COMPANY LTD., a Bermuda corporation (UFIC) and (Client).

WHEREAS, UFIC wishes to review the business, facilities and documents of Client in connection with evaluation and discussion of possible product development for Client (the “Transaction”); and

WHEREAS, in the course of UFIC’s review, UFIC will be exposed to information which is proprietary and confidential to Client and its clients such as financial information, research, product development, product improvements, quality control personnel, marketing methods, customer service, service methods, clientele and related interests in; and

WHEREAS, Client wishes to protect the confidentiality of all of its proprietary information, and UFIC has agreed to maintain such information as confidential and to refrain from using or disclosing such information for any reason whatsoever.

WHEREAS, UFIC is the owner of Proprietary Technology being the UFIC Preferred Risk Transfer Program and wishes to protect the confidentiality of such Proprietary Technology and Client has agreed to maintain such information as confidential and to refrain from using or disclosing such information for any reason whatsoever,

WHEREAS, Client will be introduced by UFIC, and UFIC will be introduced to Client to certain insurance programs, involving certain program participants for a particular insurance product (“Program”) and Client and UFIC wish to have a non-compete understanding, as further set out herein, regarding such Programs.

NOW THEREFORE, the Parties agrees as follows:

1. In consideration of the opportunity to engage in the Transaction, UFIC shall keep confidential and will not utilise or disclose in any way directly or indirectly detrimental to Client any portion of Client’s Proprietary or Confidential Information disclosed or made available to UFIC. For purposes of this Agreement, Client’s Proprietary or Confidential Information shall mean all information, knowledge or data of or held by Client in any form whatsoever containing or relating to without limitation Client’s financial condition, profits, losses, sales, managerial methods, customers, suppliers, research, product design, services, service methods, marketing, costs, facilities, ideas, inventions, discoveries, processes, developments, know-how, purchasing methods, sales forecasts, strategic plans, advertising, any other information forwarded to UFIC and for the Transaction and any other information, knowledge or data concerning or relating to the business affairs of Client which is not generally known by the public. UFIC agrees that it will not remove or copy any documents, instruments, memoranda, letters or other written materials or computer storage media whatsoever without the prior written consent of Client, and UFIC will promptly return all such written or computerised materials and all copies thereof on demand by

Client. It will not knowingly contact or solicit any participant in a current or prospective Program (including, without limitations, those programs identified in Schedule A hereto) for the purpose of providing services and products of the type and kind provided by Client through or in connection with such Program.

In further consideration of the opportunity to engage in the Transaction and for other good and valuable consideration, UFIC hereby agrees that for a period of two (2) year after the end of any contractual relationship between Client and UFIC with respect to the Transaction, whichever the longer, it shall not, either directly or indirectly, contact or solicit any participant (including, without limitation, the issuing carrier, agent or policyholder) in a current or prospective Program (including, without limitation those programs identified on Schedule A attached hereto) for the purpose of providing services and/or products of the type and kind provided by Client through or in connection with such Program. Each party acknowledges that the restrictions set forth herein are reasonable and necessary to protect each party and each party’s business interests.

If UFIC or UFIC’s representatives are requested, directed or ordered in any judicial or administrative proceeding or by any regulatory authority to disclose any information revealed to it by Client, UFIC will give Client prompt notice of such request, direction or order so that Client may seek an appropriate protective order at its own expense. If, in the absence of a protective order, UFIC or UFIC’s representatives are nonetheless compelled to disclose information, UFIC or UFIC’s representatives may disclose such information without liability hereunder.

Notwithstanding the foregoing, the term information as it relates to information revealed to UFIC hereunder, shall not include information which (i) becomes generally available to the public other than as a result of disclosure by the UFIC or its representatives, (ii) was available to UFIC on a non-confidential basis prior to its disclosure to UFIC by Client, or (iii) becomes available to UFIC on a non-confidential basis from a source other than Client, provided that such source is not known by UFIC or its representatives to be bound by a confidentiality agreement or otherwise prohibited from transmitting the information to UFIC by a contractual, legal or fiduciary obligation.

2. In consideration of the opportunity to engage in the Transaction and the Preferred Risk Transfer Program, Client shall keep confidential and will not utilise or disclose in any way directly or indirectly detrimental to UFIC any portion of UFIC’s Proprietary or Confidential Information disclosed or made available to Client. For purposes of this Agreement, UFIC’s Proprietary or Confidential Information shall mean all information, knowledge or data of or held by UFIC in any form whatsoever without limitations containing or relating to UFIC’s financial condition, profits, losses, sales, managerial methods, customers, suppliers, research, product design, services, service methods, marketing, costs, facilities, ideas, inventions, discoveries, processes, developments, know-how, purchasing methods, managerial methods, sales forecasts, strategic plans, advertising, and any other information forwarded to Client and any other information, knowledge or data concerning or relating to the business affairs of UFIC which is not generally known by the public. Client agrees that it will not remove or copy any documents, instruments, memoranda, letters or other written materials or computer storage media whatsoever without the prior written consent of UFIC, and Client will promptly return all such written materials and computerised materials and all copies thereof on demand by UFIC.

In further consideration of the opportunity to engage in the Transaction and for other good and valuable consideration, Client further agrees that for a period of two (2) year after the end of any contractual relationship between Client and UFIC with respect to the Transaction, whichever the longer, it shall not, either directly or indirectly, contact or solicit any participant (including, without limitation, the issuing carrier, agent or policyholder) in a current or prospective Program (including, without limitation those programs identified on Schedule A attached hereto) for the purpose of providing services and/or products of the type and kind provided by UFIC through or in connection with such Program. Each party acknowledges that the restrictions set forth herein are reasonable and necessary to protect each party and each party’s business interests.

If Client or Client’s representatives are requested, directed or ordered in any judicial or administrative proceeding or by any regulatory authority to disclose any information revealed to it by UFIC, Client will give UFIC prompt notice of such request, direction or order so that UFIC may seek an appropriate protective order at its own expense. If, in the absence of a protective order, Client or Client’s representatives are nonetheless compelled to disclose information, Client or Client’s representatives may disclose such information without liability hereunder.

Notwithstanding the foregoing, the term information as it relates to information revealed to Client hereunder, shall not include information which (i) becomes generally available to the public other than as a result of disclosure by the Client or its representatives, (ii) was available to Client on a non-confidential basis prior to its disclosure to Client by UFIC, or (iii) becomes available to Client on a non-confidential basis from a source other than UFIC, provided that such source is not known by Client or its representatives to be bound by a confidentiality agreement or otherwise prohibited from transmitting the information to Client by a contractual, legal or fiduciary obligation.

Each party acknowledges and agrees that any actual or threatened failure by either party to perform strictly and comply with the covenants, terms and conditions of this Agreement would cause irreparable harm and damage to the other party that may not be measured in or compensated with monetary damages, and that, accordingly, the damaged party is entitled to seek and obtain immediate injunctive, declaratory or other equitable relief or remedies enforcing this Agreement (in addition to and not to the exclusion of any monetary damages it may obtain) in any court having jurisdiction over such action.

3. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any and all prior and contemporaneous agreements, representations, understandings and conversations, either oral or written, between the parties hereto. The parties agree and acknowledge that there are no direct or indirect agreements or understandings relating to the subject matter hereof which are not set forth herein.

4. This Agreement shall be governed by and construed in accordance with the laws of Bermuda.

5. The rights and obligations of the parties to this Agreement shall bind and attach to their representatives, successors and assigns, but UFIC may not assign this Agreement in any manner.

6. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or effecting the validity or unenforceability of such provision in any other jurisdiction.

7. All references to Client and UFIC contained in this Agreement, shall include not only Client and UFIC identified within this Agreement, but shall also include any and all subsidiaries, affiliates, related companies, parent companies, and other business enterprises of any kind or nature whatsoever owned or controlled by Client or UFIC, respectively.

8. A waiver of any breach of any provision of this Agreement by any party shall not operate or be construed as a waiver of any subsequent breach, each and every right, remedy and power hereby granted to any party or allowed to it by law shall be cumulative and not exclusive of any other.

IN WITNESS WHEREOF, Uberrimae Fidei Insurance Company Ltd. has executed this Agreement effective the day of 2006.


Uberrimae Fidei Insurance Company Ltd.
By:


Name: Francis J. Carter
Title: President

IN WITNESS WHEREOF, has executed this
Agreement effective the ___ day of 2006.

By:


Name:


Title: