1. Confidential Information. "Confidential Information" means (a) any information disclosed by or on behalf of a party (the "Disclosing Party") to the other party (the "Receiving Party"), including trade secrets (as defined under applicable law), that is not generally known by or available to the Disclosing Party's competitors but is generally known only to the Disclosing Party and those of the Disclosing Party's employees, independent contractors, clients or agents to whom such information must be confided for internal business purposes. Confidential Information does not include any information that is: (a) in the public domain at the time of disclosure; (b) known to the Receiving Party prior to the time of disclosure by the Disclosing Party; (c) lawfully and rightfully disclosed to a party by a third party on a non-confidential basis; or (d) developed by one party without using the other party's Confidential Information.

2. Use and Disclosure of Confidential Information. The Receiving Party will not use any Confidential Information received from the Disclosing Party (whether transmitted orally, in writing, or through any electronic medium and whether transmitted prior to or after the date of this Agreement) for any purpose other than for the benefit of the Disclosing Party or in order to facilitate the transactions in which the parties are involved by mutual written agreement. The Receiving Party will not use the Confidential Information provided to it by the Disclosing Party to compete with the Disclosing Party, nor will the Receiving Party engage in reverse engineering of the Disclosing Party's Confidential Information or any other conduct which would directly or indirectly result in one party misappropriating or improperly utilizing the rights, property, assets, or Confidential Information of the other party. The Receiving Party will not disclose the Confidential Information to any third party, including but not limited to consultants, counsel, accountants, and professional advisors unless (i) the Receiving Party receives the express prior written consent of the Disclosing Party, except for employees of the Receiving Party strictly on a "need-to-know" basis, and (ii) such third party is bound by a nondisclosure agreement or confidentiality obligations (including but not limited to professional fiduciary responsibilities) consistent with and at least as protective as this Agreement. The Receiving Party will maintain the confidentiality of such Confidential Information using at least the same degree of care customarily used by the Receiving Party to protect its own Confidential Information, but under no circumstances will the Receiving Party use less than a reasonable degree of care. Upon request by the Disclosing Party, the Receiving Party will return all Confidential Information provided by the Disclosing Party to the Receiving Party. Neither party is obligated to disclose any Information to the other party by virtue of this Agreement. The Disclosing Party will retain all right, title, and interest in and to its Confidential Information, including any intellectual property rights, and the Receiving Party will have no rights, by license or otherwise, to use or disclose the Confidential Information except as expressly provided in this Agreement. For purposes of this Agreement, intellectual property rights mean all those rights and interests, whether by statute or under common law, relating to copyrights, patents, trademarks, trade secrets or any similar rights.

3. Legal Exceptions. Notwithstanding any other provision of this Agreement, the Receiving Party may disclose any Confidential Information which is necessary or appropriate to disclose in order to comply with applicable laws, rules, and regulations or enable a party to comply with this Agreement or which is required to be disclosed in a judicial or administrative proceeding after all reasonable legal remedies for maintaining such Information in confidence have been exhausted, including, but not limited to, giving the Disclosing Party as much advance notice of the possibility of such disclosure as practicable so the Disclosing Party may attempt to obtain a protective order concerning such disclosure.

4. Covenant Not to Compete. Each party acknowledges that the pursuit of certain activities (listed in this paragraph) would necessarily involve the use or disclosure of confidential and proprietary information in breach of Paragraph 2, but that proof of such a breach would be extremely difficult. To forestall improper use or disclosure of Confidential Information, the Receiving Party hereby agrees for a period of the performance of this Agreement and for three years from the date of termination of this Agreement for any reason not to engage in any business or trade competing with the established business of the Disclosing Party in the United States, either directly or indirectly, whether (a) as employee, agent, consultant, employer, principal, partner, officer, or director; (b) holder of five percent or more of any class of equity security; or (c) in any other individual or representative capacity. This covenant includes, by way of illustration but not limitation, items such as: engineering, manufacturing, distribution or sale using, embodying or including any technology or product of or similar to that of the Disclosing Party.

5. Term of Agreement. This Agreement will commence on the date of execution and extend for a period of three years from the commencement date, unless renewed for subsequent one year periods by the mutual written agreement of the parties hereto; provided, however, that the restrictions and obligations of this Agreement relative to the use or disclosure of the Confidential Information will survive the termination or expiration of this Agreement and continue in perpetuity.

6. Injunctive Relief. Each party acknowledges that it would be impossible to measure in money the damages to the other party if there is a failure to comply with any covenants or provisions of this Agreement, and agrees that in the event of any breach of any covenant and provisions, the other party to this Agreement will not have adequate remedy at law. It is therefore agreed that the other party to this Agreement who is entitled to the benefit of the covenants and provisions of this Agreement which may have been breached, in addition to any other rights or remedies which it may have, will be entitled to immediate injunctive relief to enforce such covenants and provisions, and that in the event that any such action or proceeding is brought in equity to enforce them, the defaulting or breaching party will not urge as a defense that there is an adequate remedy at law.

7. Waivers. If any party at any time waives any rights hereunder resulting from any breach by the other party of any of the provisions of this Agreement, such waiver is not to be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. Resort to any remedies referred to herein will not be construed as a waiver of any other rights and remedies to which such party is entitled under this Agreement or otherwise.

8. Successors and Assigns. Each and every covenant and representation of this Agreement will inure to the benefit of and be binding upon each of the parties, their personal representatives, assigns and other successors in interest. Except as expressly provided herein, neither party will assign or delegate any of its respective rights or duties hereunder except as permitted or required under the laws of descent of the State of Georgia.

9. Attorneys' Fees. In the event that either party must resort to legal action in order to enforce the provisions of this Agreement or to defend such suit, the prevailing party will be entitled to receive reimbursement from the non-prevailing party for all reasonable attorneys' fees and all other costs incurred in commencing or defending such suit.

10. Severability. If any term, provision, promise or condition of this Agreement is held by a court of competent jurisdiction to be void, invalid, inoperative or unenforceable, the other terms, provisions, promises and conditions hereof will remain in full force and effect and will in no way be affected, impaired or invalidated.

11. Governing Law; Interpretation. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law. The venue for any legal proceedings under this Agreement will be in the appropriate forum in Ventura County in the State of California. This agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not in limitation of the foregoing, this Agreement shall not be construed in favor of the party receiving a benefit or against the party responsible for any particular language in this Agreement. Captions are for reference only and shall not be used to interpret this agreement.

12. Entire and Sole Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all agreements, representations, warranties, statements, promises and undertakings whether oral or written, with respect to the subject matter hereof. This Agreement may be modified only by a written agreement signed by both parties.

This presentation is the property of SMARTfit Inc. (the “Company”) and constitutes the essence of its business venture. It is the product of the expenditure of considerable effort and resources. Many of the ideas contained herein derive value from the fact that they are not generally known within our industry and are, as such, trade secrets and confidential information. To protect its interests, the Company carefully controls, limits and records the distribution of the information contained in this presentation. Accordingly, this presentation is provided in strict confidence and may only be used for the limited purpose for which it is disclosed and must be returned upon request. It is expected that the recipient of this presentation will take such care that an owner of such information would reasonably be expected to employ for its own benefit.

The recipient of this presentation must also understand that it includes material nonpublic information and that federal securities laws and regulations prohibit the recipient and any person over which the recipient has direct or indirect control to, directly or indirectly, effect (or cause the effecting of) any sale or purchase of the Company’s securities.
This presentation is protected by copyright that is enforceable in the United States and other countries, by treaty. All rights promulgated under copyright law and regulations pursuant thereto are expressly reserved. Without limitation, any full or partial disclosure, copying, dissemination, reproduction or reduction to writing of any kind of this presentation is strictly prohibited unless expressly authorized in writing by an authorized signatory of the Company. Any unauthorized copies hereof shall become the property of the Company and must be delivered to the Company forthwith upon request.
While the Company believes that the information is current and correct as of the date of this presentation, it makes no representations or warranties as to the accuracy of the information contained herein. Similarly, the Company assumes no obligations to provide to the recipient of this presentation updated information subsequent to the date of this presentation.

All financial projections herein are provided solely for the purpose of illustrating a possible financial scenario. They are not, under any circumstances, to be construed as the Company’s representation or warranty as to the likely financial scenario, merely a possible one and one that would be dependent upon many factors outside of the control of the Company. Such financial projections, and other forward-looking statements herein, are based on current expectations that involve a number of risks and uncertainties. These expectations involve judgments with respect to, among other risks, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Identified risk factors are available from the Company on request. Because of these risk factors, there can be no assurance that the results contemplated in these projections or forward-looking statements will be realized.