Non-Circumvention Agreement

NON-CIRCUMVENTION AGREEMENT

This NON-CIRCUMVENTION AGREEMENT ("Agreement") is entered into thisＸ（日） day of 　（月）、（年）　("Effective Date"), by and between HAD Investment & Finance Corp., a California corporation, USA, aka Kenny Sotomura, situated at 15507 S. Normandie Ave, Suite 156, Gardena, CA 90248 USA, and Ｘ　　（氏名／会社名両方又は一方）　　　　　　　　　　　, situated atＸ　（住所；所在地住所）　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　(hereinafter referred to as the "Party", individually and the "Parties", collectively).

For and in consideration of the promises and covenants contained herein, the Parties agree as follows:

Material(s)/Product(s)/Service(s):　　Ｘ　（商品名）

The Parties hereto agree that the sole intent of the Agreement is to provide that each Party shall not in any way, circumvent the other or disclose proprietary information belonging to the other Party or Parties hereto.

The Parties agree not to circumvent, disclose, or in any manner enter into any separate business transaction, with individuals, corporations, or other entities, related to information or introduction from or by the other Party or Parties hereto or any associate of such Party of Parties.

It is mutually understood that this Agreement shall apply to any transaction of the Parties hereto which make use of or involves proprietary information or relates to sources introduced or disclosed by or from the Parties hereto.

A violation shall result from any efforts of the Parties or their associates, including agents, representatives, solicitors, bankers, buyer, or sellers, who directly or indirectly, attempt to conduct business, of any manner, to the exclusion of the other party based upon or pertaining to confidential information or introductions obtained directly or indirectly from the said other Party or Parties hereto.

Nothing contained in this Agreement shall be constructed as creating a partnership or joint venture between the Parties, nor does this Agreement authorize the Parties to act of behalf of the other Party or Parties hereto.

The Parties acknowledge that as a result of executing this Agreement they will have access to confidential information provided by the other Party or Parties. The Parties agree that they will keep all such information confidential, both during and after the terms of the Agreement, The Parties further agree that they will not use said information for their financial gain, or to cause any damage, detriment, harm or ill-will to any Party, or disclose to other except as may be authorized under this Agreement and by the other Party or Parties to this Agreement.

This Agreement does not apply to non-proprietary information, including information that (i) is or becomes public knowledge otherwise than through the actions or efforts of the receiving Party; or (ii) was or hereafter is lawfully obtained by the receiving Party from third parties that have lawfully obtained such information.

This Agreement applies to any and all continuations, extensions, additions, rollovers, renegotiations, or parallel or third party agreements of and through the initial contracts, including transactions involving parent, subsidiary, and any other companies or corporations, entities, individuals, or any transfer of any agreement or contract related hereto.

This Agreement shall continue to be valid for a period of three years after the expiration of negotiations or the termination of any and all resulting and related contracts entered into by the Parties hereto and cased upon their mutual and beneficial disclosure of confidential information.

This Agreement may be amended only by mutual consent of the Parties hereto and this Agreement takes precedence over any and all previous written or oral agreements between the Parties.

It is understood by the Parties that a signed copy of the Agreement transmitted by facsimile shall serve as a legal and binding contract.

This Agreement shall in all respect be interpreted, governed by and construed in accordance with the laws of the Stated of California, USA.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be effective as of the date first written above.

For and on behalf of:

HAD Investment and Finance Corp., aka Kenny Sotomura

Kenny K. Sotomura, CFO Date

For and on behalf of:

Ｘ（氏名、又は会社名）　

Ｘ　（署名）

Ｘ（活字体：氏名／肩書き） Date