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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT is made, entered into, and
effective as of the 24"1 day of April, 2020 by and between Bear Mountain Development Company (hereinafter referred
to as ?Bear Mountain?) and the Daniels Group and Federal Government Experts (hereinafter referred collectively to
as ?the Companies?). Bear Mountain and the Companies may be hereinafter collectively referred to as ?Parties?.

WHEREAS, the Companies need certain 3M branded personal protective equipment speci?cally
model number 8210 masks, to which Bear Mountain has access and Bear Mountain has access to a seller with
10,000,000 such masks; and

WHEREAS, the Parties seek to consummate a sale of the PPE (?the Transaction?); and

WHEREAS, the Transaction will require the Parties to disclose information one to another which each Party
deems con?dential, proprietary, a trade secret, and/or sensitive to its respective day-to-day operations; and

WHEREAS, the Parties desire to exchange such con?dential, proprietary, a trade secret, andfor sensitive
information as is necessary to effectuate the Transaction while still ensuring the protection of all con?dential,
proprietary, a trade secret, and/or sensitive information.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein
contained, the Parties hereby agree as follows:

1. De?nitions The following terms, as used in this Agreement shall have the following meanings:

Con?dential Information For purposes of this Agreement, the term ?Con?dential Information? shall
mean, without limitation, any information in any medium provided by either Party or either Party?s members,
agents, servants or employees, attorneys, af?liates, parent companies, subsidiaries, or successors which is
not available to the general public or otherwise known to the other Party and which is identi?ed, orally or in
writing, as being con?dential at the time of disclosure of the information.

Disclosing Party For purposes of this Agreement, a ?Disclosing Party" may be either Party or both Parties
to this Agreement when they share Con?dential Information.

Receiving Party or purposes of this Agreement, a ?Disclosing Party? may be either Party or both Parties
to this Agreement when they receive Con?dential Information.

2. Con?dentiality and Non-Disclosure of Con?dential Information Unless otherwise allowed

in writing by the Disclosing Party, the Receiving Party shall regard and preserve as con?dential all Con?dential
Information it receives from the Disclosing Party. In maintaining the con?dentiality of Confidential Information, the
Receiving Party agrees not to furnish (or grant the right to furnish through an attorney, representative, or otherwise),
disclose, copy, reproduce, transmit, publicize, or otherwise make available in any form whatsoever any Confidential
Information or any part, parts, or abstracts thereof to any person, ?rm, entity, or enterprise, except that a Receiving
Party may disclose Con?dential Information to: the Receiving Party?s own employees, but only if they are key
employees involved in, or potentially involved in the decision-making for the Receiving Party, or (ii) any consultant
or attorney retained by the Receiving Party for purposes speci?cally related to the Receiving Party?s use or evaluation
of such Con?dential Information under this Agreement, provided such employee(s) and/or consultant(s) has/have
entered a binding con?dentiality and nondisclosure agreement with the Receiving Party that is substantially similar to
and at least as restrictive as this Agreement and provided a copy of that con?dentiality and nondisclosure agreement
is provided to the Disclosing Party before the Con?dential Information is disclosed to the consultant, This Agreement
shall apply to and be binding upon the Receiving Party?s employees.

 

3. Standard of Care The Receiving Party shall treat Con?dential information received from the

Disclosing Party with the same degree of care as the Receiving Party would normally take to preserve and safeguard
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Bear Mountain ggelopmenl Company The roup Federal Government Experts Company

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its own Confidential Information, but in no event shall the Receiving Party exercise less than reasonable care in
safeguarding the Disclosing Party?s own Con?dential Information.

4. Return of Con?dential Information An In the event either of the Parties terminates discussions
regarding the aforementioned services, the Receiving Party agrees that it and its representatives will return any
material in their possession, and will destroy and will not retain any notes or memoranda made during conversations
with the Disclosing Party and either?s employees or agents and/or made using such material.

5. Non-Circumvention The Parties to this Agreement understand and agree that information will
be exchanged by one to the other that is necessary to complete the Transaction. The Companies agree not to attempt
to circumvent Bear Mountain to complete the Transaction with a Seller introduced to them by Bear Mountain and
Bear Mountain agrees not to attempt to circumvent the Companies to complete the Transaction with a Buyer
introduced to it by the Companies (?the It is hereby understood and agreed that Parties retain ownership
of such Referrals and that the other Party along with the other Party?s of?cers, directors, employees, agents, and
representatives cannot deal directly with such Referrals without the written consent of the referring Party and agreed
compensation. This Non?Circumvention provision shall be effective during the term of this Agreement.

In the event of breach or circumvention of this clause by either party, directly or indirectly, the circumvented party
shall be entitled to legal monetary damages including to the maximum service it should realize from such a
Transaction, and any and all expenses including but not limited to all legal costs and expenses incurred to recover the
lost revenue.

6. No Obligation and Only NDA - Unless and until a de?nitive agreement regarding the Transaction
has been executed and delivered, neither the Receiving Party nor the Disclosing Party will be under any legal
obligation complete the Transaction by virtue of this Agreement or any subsequent documentation and discussions,
except for the matters specifically agreed to herein or therein. This Agreement is the complete and exclusive statement
of agreement regarding con?dentiality between the Parties and supersedes all prior written and oral communications
relating to the subject matter hereof.

7. Term and Termination This Agreement shall be effective as of the date ?rst appearing and
remain in effect until (1) expiry of a term of one years. The Agreement shall not be terminated by either Party
while the Transaction introduced by either Party is still under consideration or discussion.

8. Adequate Remedy at Law for Breach In the event of a breach or threatened breach of the
provisions of this Agreement, the non-breaching Party is deemed to have no adequate remedy in money or
damages, and accordingly shall be entitled to an injunction against such breach or anticipated breach.
However, nothing in this paragraph shall be construed as a waiver of any other legal or equitable remedies
which may be available to the Parties in the event of a breach of this Agreement. In addition to any other
remedy to which the non-breaching party may have the non-breaching party shall be entitled to recover its
reasonable attorney?s fees.

9. Entire Agreement and Successors and Sgccessors in Interest This Agreement contains the
entire agreement between the Parties with regard to the Con?dential Information. Moreover, this Agreement
shall be binding upon and inure to the bene?t of all of the Parties? parent companies, subsidiaries, successors,
and successors in interest, whether successors by stock sate, asset sale, or otherwise.

10. Effectiveness This Agreement shall become effective immediately upon the execution of all
parties hereto.

11. Execution - This Agreement may be executed in counterpart by the parties, each of which so signed
shall be deemed to be an original, and such counterparts together shall constitute one and the sameoriginal. A faxed
or seamed/emailed copy of an originally executed copy of this Agreement shall be accepted as an original.

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Bear Mountain Development Company The Daniels Group Federal Government Experts Company

 

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12. Severabilig; If any provision of this Agreement is found to be unenforceable or void, the
remainder of the Agreement shall be severable and shall not be affected thereby.

i3. Governing Law This Agreement shall be governed by Alabama law, regardless of the
application of any choice of law doctrines or place of execution.

l4. Venue Any dispute arising from this Agreement shall be resolved in circuit court in Montgomery,
Alabama. The Parties agree to waive any defense against that court?s jurisdiction over any such dispute.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date indicated above:

Bear Mountain DeveIOpment Company The Daniels Group
by its Managing Membe . by:

DocuSigned by:
Koosmlt Daniels

 

 

TroMing iBi??iE?i-ei 5

Federal Government Experts Company
by:

22:22

Rob Stewart

 

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Bear Mountain Deveiopment Company The Daniels Group Federal Government Experts Company