Dear ______________:

We are sending this letter in advance of a meeting we would like to have with You (as defined below), by telephone or in person, during which Visual Graphic Systems, Inc., (“VGS”) would like to disclose a work-project opportunity (“Opportunity”) to You on which You would be a subcontractor working with or for VGS on behalf of a VGS client (“Client”).

VGS considers the existence of the Opportunity to work with the Client, as well as the identity of the Client, to be both confidential and proprietary to VGS, at least at this point in time, and is interested in proceeding with You, but only on the following terms and conditions.

As much as VGS would like to work with You on the project, VGS does not want You to deal directly with the Client as that may result, directly or indirectly, in a loss of the Opportunity for VGS. For example, if You were to deal directly with the Client after VGS discloses the Client’s identity and the existence of the Opportunity, the Client may end up hiring You and not VGS, or neither You nor VGS.

As an inducement for VGS disclosing the Client and any Opportunity to You, VGS asks You (and other vendors with whom it coordinates on opportunities) to accept the following terms as our legal Agreement with each other:

By “You,” we refer to your company and any agent, representative, employee, licensee, advisor, partner, associate, counsel or representative acting on your behalf, or any Affiliate of any of the foregoing.

You agree that the identity of the Client and the nature of the Opportunity are proprietary and confidential to VGS at least at this time.

You will not disclose the Client or Opportunity to any third party without VGS’s written consent, until such time that VGS has been engaged by the Client to work on the Opportunity.

You shall not, directly or indirectly, solicit, inquire, approach, or in any other manner engage in communications with the Client concerning the Opportunity except with the express prior written consent of VGS. VGS will reasonably provide its consent to You, in its sole discretion, only in the event that the Client has approached You in writing about the Opportunity before VGS makes the disclosure contemplated by this Agreement.

Furthermore, You covenant and agree to not enter into any agreement, understanding or commitment of any nature whatsoever with Client regarding the Opportunity unless done with or for or with the consent of VGS.

In the event that You violate the provisions of this agreement, VGS shall have the right to enforce its rights, both legal and equitable, including seeking an immediate injunction. As an additional remedy, VGS shall be awarded liquidated damages in addition to any and all other available legal and equitable remedies as follows: should You perform work or services on the Opportunity in breach of this Agreement, then VGS shall be entitled to 50% of the gross revenues earned by You for all work performed during the thirty-six (36) months following disclosure by VGS.

To avoid any ambiguity as to the proper ownership of any intellectual property that may arise in connection with the Opportunity, You agree to not disclose to VGS any information that You deem confidential or proprietary, and that any such intellectual property shall belong to VGS, or to the Client if the client so requires.

The non-circumvent provision of this Agreement shall survive and continue one (1) year after any termination of this Agreement in regard to each disclosure by VGS to You of an Opportunity. Subject to the foregoing, either of us may terminate this Agreement at will by written notice to the other.

In the event of any dispute, You agree that this matter is to be taken up by an accredited arbitrator in New Jersey.

If these terms are acceptable, then kindly have someone with full authority countersign this letter agreement.

Visual Graphic Systems, Inc.

By:	____________________________________

Name:

Title:

Dated:

AGREED TO:

By:	____________________________________

Name:

Title:

Dated:

(…continued)

(continued…)

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vendor non-circumvention agreement (00127744).DOC

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MIS

2011-06-21

Cagatay Gur

Darby & Darby