Non Disclosure Agreement

By Possessing or reading this plan you accept the following:

By proceeding within this document (the “Plan”), you, any company, entity or organization that you are employed by or are otherwise the agent of, and all other employees thereof, (collectively, “Recipient”) and EarthClub (EC) agree that:

The plan has been submitted to Recipient by EC solely for the purpose of evaluating a potential investment by Recipient in Earth Club or for use by any other person(s) or for any other purpose, and may not be reproduced, disseminated or otherwise disclosed to any person(s), other than any employees or agents of Recipient, including, without limitation, any legal counsel or accountants, of Recipient, who have a need to know the contents of the Plan in connection with the evaluation of a potential investment in EC(collectively, “Representatives”) who agree to the confidentiality provisions herein. Recipient shall be responsible for any and all acts of its Representatives.

Recipient agrees to hold in the strictest confidence, and not use or disclose to anyone other than the employees of Recipient, its Representatives, the information contained in the Plan or supplied to the Recipient, orally or in writing, by EC (the “Confidential Information”). Confidential Information includes, without limitation, concepts, cost data, techniques, designs, work in progress, and other technical know-how, the identity of customers, suppliers, and subcontractors, financial, marketing and other business information, or any other trade secrets of EC disclosed by EC to Recipient or its Representatives or any summaries, analyses or other documents bases thereon. Confidential Information further includes any information EC has received from others, which EC is obligated to treat as confidential or proprietary. If the Recipient has any questions as to what comprises Confidential Information, the Recipient agrees to consult with an officer of EC prior to making any disclosure thereof.

It is further agreed that any violation of this agreement by the Recipient or its Representatives will cause irreparable injury to EC and that EC shall be entitled to extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions, and permanent injections or other equitable relief. If court proceedings are required to enforce any provision or remedy any breach of this agreement, EC shall be entitled to an award of reasonable attorney’s fees incurred in connection therewith. The laws of the State of California shall govern this agreement. If any provision of this agreement is void or is so declared, such provision shall be severed from this agreement, which shall otherwise remain in full force and effect.

This business plan does not constitute an offering. Any offering will be made by a definitive offering agreement. This plan has been submitted on a confidential basis solely to determine if selected individuals or organizations have an interest in making an equity investment.