SYB Holding Company, Inc



Form approved by Tribal Council ___/___/_____

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

1. The parties to this Agreement are , (hereafter the “Offering Party”), and the Squaxin Island Tribe, a federally-recognized Indian Tribe (hereafter “Tribe”).

2. The parties wish to enter into negotiations which may culminate in a purchase by the Tribe of:

___ one or more products of the Offering Party;

___ intellectual property of the Offering Party;

___ certain business interests of the Offering Party;

___ property interests of the Offering Party;

___ the Offering Party’s Company.

3. Both parties to the contemplated transaction(s) wish to ensure that all discussions and information exchanged remain confidential and not be disclosed to third parties. The Offering Party and Tribe wish to limit the number of individuals who have knowledge of any contemplated transactions between the parties and further wish to limit the number of individuals who have access to confidential information exchanged between the parties. Accordingly, the only individuals who are authorized to have access to confidential information or to discuss contemplated transactions are:

Offering Party: Tribe:

and their respective legal and tax advisors.

4. In addition to restricting the dissemination of and discussion of information to the above noted individuals, these individuals individually and jointly warrant and promise that they will treat any information received or disclosed during the course of the due diligence investigations as confidential. Any information or documents received or reviewed as between the parties shall not be disclosed to any third parties without the express written consent of the parties signing this agreement. Additionally, any confidential information received may not be utilized for competitive advantage between the parties.

5. This Agreement shall be governed by the laws of the Squaxin Island Tribe. The Parties consent to the exclusive jurisdiction of the Squaxin Island Tribal Court for any matter arising under this Agreement. Nothing in this Agreement shall be deemed or construed as a waiver of the Tribe’s sovereign immunity from suit.

6. Check one option below:

___ The parties agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Signatures transmitted by facsimile shall have the same effect as original signatures.

OR

___ This Agreement shall be executed in duplicate originals, with each party retaining one fully executed duplicate original of the Agreement.

The parties hereto have executed this Agreement on ______________, 20___.

Squaxin Island Tribe Offering Party:

By: By:

Title: Title:

Address: Address:

Telephone: Telephone:

Facsimile: Facsimile:

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