www.amgglobalentertainmentgroup.

com
amgroup01@msn.com
717.427-1621 Fax

Stan Caterbone
Advanced Media Group
1250 Fremont Street
Lancaster, PA 17603

NONDISCLOSURE AND NONCIRCUMVENTION

AGREEMENT
THIS AGREEMENT is made and executed this 5th day of June, 2007 between Advanced
Media Group/Stan J. Caterbone and JEFF LEFEVRE, Caldwell Banker, and all affiliates and
investors; and all affiliated personnel and staff.
1.
PURPOSE Advanced Media Group AND LEFEVRE intend to engage in discussions and
possible negotiations for the purpose of developing a mutually beneficial relationship for the purpose
of exploring the Excelsior Place Business Plan and other Downtown Revitalization Projects.
a.
In the course of negotiations or performance of an agreement both parties may
disclose to the other trade secrets and confidential proprietary information, business plans, Advanced
Media Group Litigation, or know-how ("Confidential Information"). Each desires assurances, and are
willing to assure the other, that any such Confidential Information will remain strictly confidential and
will not be disclosed herein. The parties acknowledge that Confidential Information shall not include
information of public domain.
b.
In the course of the negotiations or performance of an agreement both parties also
may disclose valuable commercial opportunities or contracts with third parties ("Commercial
Opportunities"). Each desires assurances, and are willing to exploit any such Commercial without
the approval and participation of the disclosure of the Commercial Opportunity.

2.

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

a.
The Confidential Information covered by this agreement includes any Confidential
Information directly or indirectly disclosed in the course of negotiations for, preparation for, or
performance of a contract or potential contract.
b.
The parties agree that the receiving party shall keep any such Confidential Information
strictly confidential and shall take all reasonable measures to prevent its further disclosure to other
persons, including employees of the receiving party who don not require such Confidential
Information. The parties further agree that they will not use, directly or indirectly, such Confidential
Information of the other party for any purpose whatsoever except in the course of negotiations for,
preparation for, or performance of a contract or potential contract.
c.
Unless otherwise agreed in writing with respect to particular Confidential Information,
the obligation of this paragraph 2 shall remain in force for a period of one year after the later of the
ADVANCED MEDIA GROUP

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termination of negotiations, the termination of the latest contract between the two parties, or the
termination of the latest work under a contract between the parties. At any time after the latest of the
termination dates, the disclosing party may demand in writing the return of any and all documents
(whether in hard copy, magnetic, electronic, or any alternate form) embodying or containing the
disclosing parties Confidential Information. The receiving party shall comply with any such demand
and within ten business days.

3.

NONCIRCUMVENTION OF COMMERCIAL OPPORTUNITIES

a.
Commercial Opportunities are those that relate to development of concepts of projects
related to Advanced Media Group or that involve any other business interests of Stan Caterbone
directly or indirectly disclosed to the other party in the course of negotiations for, preparation for, and
performance of a contract or potential contract.
b.
The parties each agree that the receiving party shall not exploit any covered
Commercial Opportunity without the prior written approval of the party who disclosed the Commercial
Opportunity. Exploitation of a Commercial Opportunity includes, but is not limited to, entering into
negotiations for a contract or contracting with third party(ies) to provide services or products related
to the development of Commercial Opportunities.
c.
Unless otherwise agree in writing with respect to a particular Commercial Opportunity,
the obligations of this paragraph 3 shall remain in force for a period of one year after the termination
of the latest contract between the parties, or the termination of the latest work under a contract
between the parties.
In the event that any provision of this agreement is held
4.
Separability of Covenants.
unenforceable or invalid by any court of competent jurisdiction, the enforceability and validity of the
remainder of this agreement shall not be affected. If any provision of this agreement shall for any
reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject,
it shall be construed by limiting and reducing it, so as to be enforceable to the extent allowed by
application law.
5.
Successors. This agreement shall inure to the benefit of, and is binding upon, the parties
and each of their successors, assigns, designers, trustees, executors, and administrators.
This agreement shall be construed in accordance with and governed
6.
Application Law.
by the laws of Pennsylvania.
IN WITNESS HEREOF, the parties have set their hands and seals below on the date
first written above.

STAN J. CATERBONE

JEFF LEFEVRE

By:___________________________
Stan J. Caterbone

By:______________________________
Jeff Lefevre

Date: _________________________

Date: ____________________________

ADVANCED MEDIA GROUP

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