This Terms of Use Agreement (this “Agreement”) shall govern all usage of the website intelligentpdg.com and sub domains by You, heretofore called the Investor (“Investor”). BY CLICKING YES BELOW YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NO ACCEPT REGISTRATION OF YOUR LOGIN ACCOUNT OR USE THE WEB SITE.

Intelligent Product Development Group (“IPDG”) and Investor desire to begin discussions regarding a business opportunity of mutual interest (the “Business Purpose”). In connection with such discussions, IPDG and Investor recognize that there is a need to disclose to Investor certain confidential information to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure, and to restrain Investor from making any illegal or improper use of said confidential information in any market for IPDG’s securities.

In consideration of IPDG’s disclosure of such confidential information, Investor agrees as follows:

1. For purposes of this Agreement, “Confidential Information” means any technical or business information disclosed by IPDG to Investor via this web site.

2. Confidential Information will not include information that:

(i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party;

(ii) was known by the receiving party prior to receiving such information from the disclosing party and without restriction as to use or disclosure;

(iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or

(iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party.

3. Investor agrees: (i) to maintain IPDG’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties; and (iii) not to use any such Confidential Information for any purposes except for the Business Purpose. Investor may disclose IPDDG’s Confidential Information to his or her consultants who have a bona fide need to know such Confidential Information for the Business Purpose, but solely to the extent necessary to pursue the Business Purpose and for no the other purpose; provided that each such consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of IPDG’s Confidential Information as those set forth in this Agreement. The provisions of this Section 3 will not restrict Investor from disclosing IPDG’s Confidential Information to the extent required by any law or regulation; provided that Investor uses reasonable efforts to give IPDG’s reasonable advance notice of such required disclosure in order to enable IPDG to prevent or limit such disclosure.

4. Investor shall not make any transaction in the publicly traded securities of IPDG or their derivatives, nor advise third parties to do the same, for as long as any material non-public Confidential Information disclosed pursuant to this agreement remains so. Investor agrees to indemnify and hold harmless IPDG for any liability of any kind Investor shall incur as a result of the misuse of the Confidential Information of any kind by Investor.

5. Upon IPDG’s request, Investor will promptly return to the disclosing party all tangible items and embodiments containing or consisting of IPDG’s Confidential Information and all copies thereof (including electronic copies).

6. All Confidential Information remains the sole and exclusive property of IPDG. Investor acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Investor, by license or otherwise, in or to any Confidential Information of IPDG, or any patent, copyright or other intellectual property or proprietary rights of IPDG, except as specified in this Agreement.

7. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY IPDG “AS IS”.

8. Investor acknowledges that the unauthorized use or disclosure of IPDG’s Confidential Information would cause IPDG to incur irreparable harm and significant damages, the degree of which may be difficulty to ascertain. Accordingly, Investor agrees that IPDG will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.

9. This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of New Jersey (excluding its body of law controlling conflicts of law). This Agreement is the complete and exclusive statement regarding the subject matter of the this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, and any attempted assignment without such consent will be void.

10. This Agreement will commence on the date you first access intelligentpdg.com and will remain in effect for five (5) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate; provided that confidentiality obligations with respect to Confidential Information that is in the form of software source code or that would constitute trade secret information will continue until such Confidential Information no longer constitutes confidential information pursuant to Section 2 herein.