In connection with a unique form of life insurance transaction developed by The Burgess Group (“TBG”) and in connection with all financed life insurance products where (a) LIBOR or currency hedging is performed by or with the assistance of hedging specialists affiliated with TBG or introduced through TBG and/or (b) a particular lending institution, lender, carrier, producer, client, attorney, advisor or corporate party is introduced to the undersigned through TBG and/or (c) a particular tax-advantaged trust structure enabling overfunding is introduced by TBG (collectively “Financial Transaction”), the undersigned, his/her company, associated organizations and employees, contractors and affiliates (“Undersigned”) agrees not to disclose without written permission from Steve Burgess or Elizabeth Burgess on behalf of TBG certain information that is non-public, confidential and/or proprietary in nature. In consideration of TBG providing such information to Undersigned, the Undersigned agrees, for a period of three (3) years from the date of this agreement, to treat such information, whether prepared by TBG, furnished by TBG as part of its promotion of this Financial Transaction and/or otherwise identified as confidential information at the time of disclosure, in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth. However, these obligations shall not apply to any information or materials (i) already known to Undersigned, (ii) received by Undersigned from an unrelated third party, or (iii) which exist within the public domain through no fault of Undersigned. The term of this Agreement shall automatically renew at additional three (3) year increments unless either Party terminates in writing by giving not less than thirty (30) days’ prior written notice to the other Party but in no event may the term end prior to the end of the commission payment period.  1. The term “Confidential Information” includes all information concerning this Financial Transaction, its concept and design, forms, procedures, marketing materials, its participating lenders, insurers, hedge techniques, strategies and specialists, applications to charities, and all other participants in implementation of the Financial Transaction. Undersigned agrees that it shall use the Confidential Information solely for the purpose of evaluating and implementing the Financial Transaction to the Undersigned’s eligible clients and that the Undersigned shall not deal with the Financial Transaction except through TBG including but not necessarily limited to the processing of all applications and loan papers that will be submitted in connection with the Financial Transaction. The professional hedging materials and interest rate strategies and the Legacy Plan are each proprietary to TBG and information relating to these strategies may be utilized only in activities pre-approved in writing by an officer of TBG. 2. Each item of the Confidential Information shall remain the exclusive property of TBG. The Undersigned shall not use, directly or indirectly, any portion of such Confidential Information, or any summaries or other information derived therefore, or any reproductions thereof, except for the purpose of promoting the Financial Transaction to clients and their advisors. The Confidential Information shall not be used to develop any competing product for use in any markets at anytime. 3. The Undersigned agrees that it will take active responsible measures to prevent disclosure to other financial advisors, lenders, banks, insurance agents or insurance companies of the details regarding the nature of the Financial Transaction except in the course of presenting such details to a prospective client or client’s advisor or in the course of submitting an application for insurance and related materials to an insurance company. Undersigned agrees that all case submissions relating to the Financial Transaction shall be made in conjunction with TBG and that it shall make no attempt to circumvent TBG in any Financial Transaction. 4. Any notices required by this Agreement shall be given in hand or sent by email scan or by facsimile to the applicable address set forth below with a return receipt acknowledgement. Each party may from time to time specify as its email address or facsimile number for purposes of this Agreement any other address or number upon giving five (5) days written notice thereof to the other party with return receipt acknowledgement of change receipt. The Undersigned agrees to provide prompt written notice to TBG of any court order seeking release of Confidential Information.

5. Undersigned agrees that violation of this Confidentiality Agreement will result in irreparable harm to TBG for which damages alone will not adequately compensate TBG. Therefore in addition to other legal remedies for TBG, Undersigned agrees that in the event Undersigned participates in such violation after the date of this Agreement as evidenced by clear documentation of the alleged breach, then TBG may present this Confidentiality Agreement to the involved insurance companies, general agencies, and lenders and Undersigned hereby grants an assignment of all Undersigned’s commissions earned or accrued by the Undersigned in violating this Agreement into an escrow account until damages to TBG have been determined. 6. Undersigned may not assign any rights or benefits under this Agreement to any person without the prior written consent of TBG. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. In the event any carrier requires any charge-back on commissions paid, the Undersigned and its permitted successors, assigns and/or affiliates agree without limitation, condition or qualification, to promptly repay the proportionate share of monies received whether as commissions or fees and whether received prior to the effective date of this Agreement or afterwards within ten (10) business days of receipt of notice of said carrier commission charge-back. 7. Undersigned agrees to maintain continuous errors & omissions insurance with minimum limits of $1,000,000 each claim/$2,000,000 aggregate during the term of this agreement and during the commission payment period and will furnish evidence of insurance to TBG upon demand. Failure to provide continuous evidence of insurance will cause commission payments to be withheld. 8. No amendment to the terms and conditions of this Agreement shall be valid and binding unless made in writing and signed by or on behalf of each of the parties. The parties agree that if any of the provisions of this Agreement become unenforceable, the remainder of this Agreement shall nevertheless remain binding to the fullest extent possible, taking into consideration the purposes and spirit hereof. 9. This Agreement embodies the entire understanding and agreement between the parties and supersedes all prior understanding and agreement relating thereto. 10. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to principles of conflicts of law. 11. Binding Arbitration. The parties hereto irrevocably and unconditionally agree that all claims in respect to any unresolved action, proceeding or dispute of interpretation of this Agreement shall be heard and determined by an American Arbitration Association panel according to its Commercial rules of arbitration in Salt Lake City, Utah USA unless another location is mutually agreed upon between the parties. The ruling of the panel shall be binding upon the parties and enforceable in any State or Federal Court of the United States of American or in any other Country. The Arbitrator(s) shall have the power to assign any commission due to the Undersigned from any involved insurance company, general agency, and/or lender to TBG for any compensation awarded to TBG. In addition, any Court prior to formation of the arbitration panel and the arbitration after its formation has the power to issue any provisional remedy to protect the parties and the effectiveness of the arbitration procedure.

Please confirm your agreement to the foregoing by signing and returning one copy of this Agreement to the other signators to this document. Facsimile and scan copies are as acceptable as originals. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. This Confidentiality Agreement does not apply to tax planning initiatives: Client (and each employee, representative, or other agent of Client) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the taxpayer relating to such tax treatment and tax structure.