This Terms & Conditions Agreement ("Agreement") is fully agreed to by the party registering in the Pangea Sports Suites Sharing program found at Sports.PangeaHUB.net. This Agreement is between PangeaHUB, Inc. / Pangea Sports (the "Principal") and the party registering in the Sports.PangeaHUB.net system (the “Recipient Principals").

The Recipient Principals agrees that the Recipient Principals will protect all confidential material and information which may be disclosed between the Principal and the Recipient Principals and the Recipient Principals will not use any information, ideas or concepts or circumvent the Principal in any way. Therefore, the parties agree as follows:

I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the Principal, whether or not owned or developed by the Principal, which is not generally known other than by the Principal, and which the Recipient Principals may obtain through any direct or indirect contact with the Principal. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Principal concerning the business, technology and information of the Principal and any third party with which the Principal deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

A. "Confidential Information" does not include:

- matters of public knowledge that result from disclosure by the Principal;

- information rightfully received by the Recipient Principals from a third party without a duty of confidentiality;

- information independently developed by the Recipient Principals;

- information disclosed by operation of law;

- information disclosed by the Recipient Principals with the prior written consent of the Principal;

and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient Principals understands and acknowledges that the Confidential Information has been developed or obtained by the Principal by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Principal which provides the Principal with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient Principals of the Confidential Information, the Recipient Principals agrees as follows:

A. No Disclosure. The Recipient Principals will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Principal.

B. No Copying/Modifying. The Recipient Principals will not copy or modify any Confidential Information without the prior written consent of the Principal.

C. Unauthorized Use. The Recipient Principals shall promptly advise the Principal if the Recipient Principals becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

D. Application to Employees. The Recipient Principals shall not disclose any Confidential Information to any employees of the Recipient Principals, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Principal.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient Principals has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Principal shall be entitled to an injunction to restrain the Recipient Principals from disclosing the Confidential Information in whole or in part. The Principal shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the term of this Agreement, the Recipient Principals will not attempt to do business with, or otherwise solicit any business contacts found or otherwise indentified by Principal to Recipient Principals for the purpose of circumventing, the result of which shall be to prevent the Principal from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Principal. If such circumvention shall occur the Principal shall be entitled to any profits relating to such transactions.

V. NON-COMPETE. The Recipient Principals agrees that it shall not: (1) engage a third party or participate, directly or indirectly, in the formation, purchase, investment, ownership, management, financing, and control of any non-profit, business or venture, that is, will or become, a competitor of the Principal for three (3) years thereafter; (2) provide consulting or support services to, or serve as an employee, officer, director, contractor, vendor or agent for any non-profit or company involved in competitive business activities, for two (2) years thereafter or (3) solicit for other services, or employ, or encourage, or facilitate any person who is or was an employee or contractor of the Principal or its clients to terminate its employment or contracting relationship with the other for one (1) year thereafter.

VI. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Principal, the Recipient Principals shall return to the Principal all written materials containing the Confidential Information. The Recipient Principals shall also deliver to the Principal written statements signed by the Recipient Principals certifying that all materials have been returned within five (5) days of receipt of the request.

VII. OWNERSHIP OF DELIVERABLES; ASSIGNMENT OF RIGHTS. Recipient Principals acknowledges that Recipient Principals is being retained by Principal to perform the Services and to create certain Deliverables for PangeaHUB’s exclusive use and benefit. Recipient Principals acknowledges and agrees that Principal shall exclusively own all rights, title, and interest, including, without limitation, all Intellectual Property Rights, in and to any Deliverables in all stages of development and all information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not and whether or not reduced to practice, as well as all forms of expression of ideas which are the subject matter of copyright (including all drawings, memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, and all other writings or materials of any type), developed or prepared by Recipient Principals under this Agreement or an SOW hereunder in connection with the Services or Deliverables (collectively “Work Product”). Recipient Principals agrees to promptly disclose all Work Product to PangeaHUB. Recipient Principals hereby irrevocably assigns, transfers, and conveys, and shall cause Recipient Principals’ employees, consultants and affiliates, if any, to irrevocably assign, transfer and convey, to PangeaHUB all of Recipient Principals’ right, title and interest in and to the Deliverables and Work Product, including all Intellectual Property Rights therein. To the fullest extent permitted by U.S. law, all copyrightable aspects of the Deliverables shall be deemed to be a “work made for hire” (as defined in Section 101 of Title 17 of the United States Code).

VIII. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

IX. NO WARRANTY. The Recipient Principals acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE Principal MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE Principal BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Principal does not represent or warrant that any product or business plans disclosed to the Recipient Principals will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient Principals in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient Principals.

X. LIMITED LICENSE TO USE. The Recipient Principals shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient Principals acknowledges that, as between the Principal and the Recipient Principals, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Principal, even if suggestions, comments, and/or ideas made by the Recipient Principals are incorporated into the Confidential Information or related materials during the period of this Agreement.

XI. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

XII. ATTORNEY'S FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

XIII. NON-DISPARAGEMENT. The Recipient Principals, its employees, contractors, directors or affiliates agrees to not disparage, criticize or defame the Principal, its affiliates and its respective affiliates, directors, officers, agents, partners, contractors, stockholders or employees, either publicly or privately. Nothing in this Section shall have application to any evidence or testimony required by any court, arbitrator or government agency.

XIV. TERM. The obligations of this Agreement shall survive from the Effective Date until the Principal sends the Recipient Principals written notice releasing the Recipient Principals from this Agreement.

XV. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Georgia, USA. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.