Appendix C2 Confidentiality Agreement

OMB Control No.:0584-NEW

Expiration Date: xx/xx/xxxx

Public reporting burden for this collection of information is estimated to average xx minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to: U.S. Department of Agriculture, Food and Nutrition Services, Office of Policy Support, 3101 Park Center Drive, Room 1014, Alexandria, VA 22302 ATTN: PRA (0584-xxxx*). Do not return the completed form to this address

CONFIDENTIALITY AGREEMENT

Between

OPTIMAL SOLUTIONS GROUP, LLC

And

<Interviewee or Survey Participant>

This CONFIDENTIALITY AGREEMENT ("Agreement") dated as of <date> is between Optimal Solutions Group, LLC, 5825 University Research Court, Suite 2800, College Park, MD 20740 (Optimal) and < Interviewee or Survey Participant >, <address, city, state, zip code> (”<Interviewee or Survey Participant >"). Optimal and < Interviewee or Survey Participant > has consented to make information available to the other party on a confidential basis. The parties agree as follows:

1. Nondisclosure. Each party agrees not to disclose any of the other party's Confidential Information pertaining to the Summer Food Service Program. Each party further agrees to disclose Confidential Information only to those employees who have a need to know such information and who are bound by nondisclosure obligations consistent with the terms of this Agreement.

2. Confidential Information. Confidential Information means any information that is not generally available to the public and that is treated as confidential by the disclosing party, including, without limitation, any software, tools, frameworks, know-how, industry information, and client-related information disclosed by such party; provided, however, that "Confidential Information" shall not include any information that (i) is publicly available other than as a result of the recipient’s breach hereof, (ii) was in the recipient’s possession prior to its receipt hereunder, (iii) was disclosed to the recipient by a third party reasonably understood to have the right to disclose it, or (iv) is independently developed by the recipient without breach hereof.

3. Compliance with Laws. If a party becomes legally compelled to disclose any of the Confidential Information received from the other party, the compelled party shall use reasonable efforts to provide the other party with prompt notice of such requirement or advice prior to disclosure so that the other party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the compelled party agrees to furnish only that portion of the Confidential Information that it is legally required to so furnish and, at the request and expense of the other party, to use reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

4. Return or Destruction of Confidential Information. If a party so requests in writing, the other party shall return or destroy within ten (10) business days all copies of Confidential Information provided by the requesting party in its or its employees’ possession and certify within such period that it has done so.

5. Equitable Relief. In the event of any breach of the provisions of this Agreement, the affected non-breaching party shall be entitled to seek equitable relief, including in the form of injunctions and orders for specific performance, in addition to any and all other remedies available at law or in equity.

6. Publicity. The parties agree that, without the prior written consent of the other party, neither party shall refer to the other party or attribute any information to the other party in any external communication for any purpose, including without limitation in press releases, web sites, offering memoranda, and conversations with analysts.

7. Non-Exclusivity. Nothing herein requires either party to proceed with any proposed transaction or relationship. Each party may terminate the discussions hereunder at any time by giving five (5) business days written notice to the other party; provided that the restrictions stated herein shall survive indefinitely. Each of the parties acknowledges and agrees that the other party may have entered into and may continue to enter into discussions with third parties concerning the subject matter of the discussions hereunder, provided that nothing in this sentence shall limit the obligations of the parties under this Agreement.

8. General Clauses. The validity and con­struct­ion of this Agreement shall be governed by the laws of the State of Maryland, excluding the conflicts-of-laws prin­ciples thereof. This Agreement states the entire agree­ment and understanding of the parties on the subject matter of this Agreement and supersedes all previous ag­reements, arrangements, communications, and understan­dings relat­ing to that subject mat­ter. Nothing in this Agreement shall be deemed to constitute any party a partner, joint ven­turer, employer, employee, master, servant, principal, or agent of any other party or of any other person. This Agreement may be executed in counterparts.

9. Term of Agreement. This Agreement will remain in effect for a period of two (2) years after the effective date listed above, unless extended in writing by both parties or terminated in accordance with paragraph 7 above.

OPTIMAL SOLUTIONS GROUP, LLC <Interviewee or Survey Participant>

_____________________________________ ____________________________________

Name: Mark Turner Name:

Title: President & CEO Title:

Date: Date: