This CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT (the “Agreement”), is entered into by and between Valor Technologies, a Wisconsin LLC, (“Owner”), and You (the “Recipient”). All parties hereto agree to the following terms governing the confidentiality of certain information that is exchanged between or among the parties in the normal course of business.

RECITALS

WHEREAS, Owner and Recipient desire to do business with one another, and each party understands that a necessary component of the business at hand will require the exchange of confidential information,

WHEREAS, it is of the utmost importance to Owner that the confidential nature of information exchanged with Recipient be maintained,

ACCORDINGLY, the parties agree as follows:

DEFINITIONS

“Affiliate” means any person or legal entity that is in a contractual or business relationship with either party.

“Confidential Information” means all information created or owned by Owner (or another party whose information Owner has in its possession under obligations of confidentiality) in whatever form transmitted that  relates to contracts, business plans, operations, systems, the proposed sale, purchase, and use of telecommunications services, that satisfies either of the following:

Confidential Information shall not include any of the following:

“Date of Disclosure” is the first date on which Recipient or Recipient’s Affiliates possesses Confidential Information.

Owner-Provided Sources

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

For a period of five (5) years from the Date of Disclosure, Recipient shall not disclose any Confidential Information to any person or entity except employees of Recipient and its Affiliates who have a need to know and who have executed this Agreement and have been informed of Recipient’s obligations under this Confidentiality and Non-Circumvention Agreement. Recipient shall use not less than the same degree of care to avoid disclosure of Confidential Information as Recipient uses for its own confidential information of like importance and, at a minimum, shall exercise reasonable care. Either party may terminate this Agreement by written notice to the other. However, all rights and obligations under this Agreement shall survive with respect to Confidential Information disclosed prior to termination.

NON-CIRCUMVENTION

The parties agree that Confidential Information shall not be used for enrichment, directly or indirectly, of the Recipient or its Affiliates, without the express written consent of Owner. The parties further agree that following receipt of Confidential Information from Owner relating to its business efforts, its prices, pricing, customers, agents, sales and marketing persons and/or groups, business opportunities, products, services and/or contacts for same, Recipient shall not contact or attempt to sell to, transact with, or purchase from, Owner-Provided Sources without prior written permission from Owner unless (i) a business relationship between Recipient and Owner-provided source predated this Agreement and (ii) Recipient can substantiate exchanges specific to the Owner-disclosed information between Recipient and the Owner-provided source prior to the date of signing of this Agreement.

OWNERSHIP & Return of confidential Information

All Confidential Information in whatever form including, without limitation, information in computer software or information held in electronic storage media, is owned exclusively by Owner. Any such Confidential Information in the possession of the Recipient or its affiliates shall be returned to Owner promptly upon written request and shall not be retained in any form by Recipient.

REMEDIES & FEE SHIFTING

The parties agree that, in the event of a breach or threatened breach of the terms of this Agreement, Owner shall be entitled to an injunction in addition to and not in lieu of any other legal or equitable relief including money damages. The parties acknowledge that Confidential Information is valuable and unique and that disclosure will result in irreparable injury to Owner. Should a party be found to be in violation of this Agreement following due process, the violating party agrees to pay all costs and expenses, including attorney’s fees and disbursements incurred by the non-violating / other party in enforcing the terms of this agreement.

NO WAIVER OF RIGHTS

No failure or delay by the parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

GOVERNING LAW

The laws of the State of Wisconsin thereof shall govern this Agreement and interpretation and the courts of said State should be the exclusive and proper jurisdiction for any disputes arising hereunder.

DISCLAIMER

This Agreement and the disclosure and receipt of Confidential Information do not create or imply (i) any agreement with respect to the sale, purchase or pricing of any product or service; or (ii) any right conferred, by license or otherwise, in any Confidential Information or in any patent, trademark, service mark, copyright or other intellectual property.

ACCEPTANCE

This Agreement shall be considered accepted and binding on the Recipient upon the Recipient's acceptance of this Agreement which is being made part of the Managed Services Agreement by reference.  The Recipient acknowledges and agrees that their acceptance of the Managed Services Agreement manifests their assent to all terms and conditions contained within this Agreement. The Owner shall not be required to separately execute this Agreement for it to become effective and enforceable against the Recipient.

COMPLETE AGREEMENT

This Confidentiality Agreement: (i) is the complete agreement of the parties concerning this subject matter and supersedes any prior such agreement; (ii) may not be amended except in writing signed by both parties; and (iii) is executed by authorized representatives of each party. The parties agree that facsimile signatures are binding and construed as original.