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Confidential Agreement

I. Definition of Confidential Information. As used in this Agreement, the term "Confidential Information" is defined as all client data, "know how," business plans, financial data, and other information related to INFORMATION which is provided to RECIPIENT under this Agreement. Confidential Information shall also include any tangible information that is designated as such by AGM College Planning, LLC at the time of disclosure to RECIPIENT. Non-tangible information which is disclosed to RECIPIENT shall also constitute Confidential Information.

II. Use of the Confidential Information. RECIPIENT agrees to use the Confidential Information only for the internal discussion and analysis purposes as set forth herein. RECIPIENT agrees to hold in confidence any and all Confidential Information disclosed, and further agrees not to disclose Confidential Information to third parties or to use Confidential Information for three (3) years from the date of this Agreement, except for internal discussion and analysis purposes provided by this Agreement or with the written permission from an authorized officer of AGM College Planning, LLC. However, RECIPIENT may disclose the Confidential Information to any of its own agents with a need to know in order to effectuate the discussion and analysis purposes of this Agreement, provided that such agents have been specifically informed of the confidentiality of the Confidential Information and have agreed to be bound by the terms of this Agreement or have entered into an agreement of similar scope and obligations with RECIPIENT to protect the confidential information of RECIPIENT or the confidential information of third parties in the RECIPIENTí»s possession.

III. Ownership of the Confidential Information. All Confidential Information is and remains the property of AGM College Planning, LLC. RECIPIENT agrees to return such Confidential Information within five (5) days after AGM College Planning, LLC makes a written request for part or all of its return or at the termination of this Agreement for any reason. Neither the execution of this Agreement nor the furnishing of any Confidential Information hereunder shall be construed as granting either expressly or by implication, estoppel, or otherwise, any license or other right or title to any other INFORMATION now or hereafter owned by or controlled by AGM College Planning, LLC.


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