CONFIDENTIAL DISCLOSURE AND LIMITED ACCESS AGREEMENT

IMPORTANT: READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY PRIOR TO ORDERING THE VIDEO PRESENTATION. BILL SIMS IS WILLING TO MAKE THIS VIDEO PRESENTATION AVAILABLE TO YOU FOR A LIMITED TIME FOR YOUR CONSIDERATION ONLY ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS OF THIS AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND BILL SIMS. BY ORDERING THE VIDEO PRESENTATION YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS DO NOT ORDER THE VIDEO PRESENTATION.

This Agreement is between Bill Sims Company, Inc. (“Bill Sims”) a South Carolina corporation and You (“Prospective Client” or “You”) and is effective as of the date you order the VIDEO PRESENTATION as defined below. This represents the entire agreement between You and Bill Sims.

The VIDEO PRESENTATION and the Confidential and Proprietary Information and Intellectual Property contained therein (Properties) are the exclusive property of Bill Sims and belong solely to Bill Sims. Such Confidential and Proprietary Information includes, but is not limited to methods for designing employee incentive and recognition programs, methods for employee training programs and methods for obtaining favorable tax considerations. Intellectual Property includes, but is not limited to trade secrets shared, the Bill Sims trademark and service mark properties and copyrighted materials contained within the VIDEO PRESENTATION.

Bill Sims retains all the rights to the VIDEO PRESENTATION and to the Properties.

In consideration for Bill Sims allowing You to access the VIDEO PRESENTATION, You agree to keep secret and to treat with confidentiality the Properties, and not to disclose the Properties to others for any purpose whatsoever other than those in Your organization, on a need to know basis, for consideration, evaluation and potential acquisition of Bill Sims’ services.

Bill Sims hereby gives You limited access to the VIDEO PRESENTATION to review the VIDEO PRESENTATION and the Properties contained therein. Such limited access does not encompass any right to make copies of the VIDEO PRESENTATION, share the VIDEO PRESENTATION or the Properties contained therein with other companies or persons outside your firm, or use the VIDEO PRESENTATION or Properties in the creation of similar systems for You or for others. You also agree not to reverse engineer, copy, or plagiarize the methods and concepts revealed either thru in house programs or a third party.You may not make copies of the VIDEO PRESENTATION nor may You share it with others not privy to this Disclosure Agreement. This is NOT a license Agreement.

This Agreement shall be interpreted in accordance with the laws of the state of South Carolina. You agree that violation of any of the restrictions or use going beyond those expressly set forth above will cause immediate and irreparable harm to Bill Sims for which damages will not be an adequate remedly. Accordingly, You agree that if you violate the terms set forth above, Bill Sims shall be entitled to apply for preliminary and permanent injunctive relief as well as reasonable attorney’s fees and an equitable accounting of any earnings, profits, and other benefits arising from such violation. Nothing herein shall be construed as a prohibition on Bill Sims from pursuing any other legal or equitable remedies, including damages.

This Agreement is binding upon and shall benefit the parties hereto, and Bill Sims successors and assigns. This Agreement may not be amended.