CONFIDENTIAL INFORMATION NON-DISCLOSURE AGREEMENT

This agreement, made as of the date indicated below (“Agreement”), is between InterExchange, Inc. (“InterExchange”), a New York not-for-profit corporation with a principal place of business at 100 Wall Street, Suite 301, New York, New York 10005 and the undersigned employee (“Employee,” and referred to collectively with InterExchange as the “Parties”).

WHEREAS, Employee is believed by InterExchange to have the education, experience and skills needed to perform the duties for which he/she has been hired; and

WHEREAS, InterExchange wishes to employ the Employee and the Employee wishes to accept such employment by InterExchange on an employment at will basis; and

WHEREAS, Employee will necessarily have access to certain material, non-public information concerning InterExchange’s current and former activities; and

WHEREAS, as a condition precedent to providing such information to the Employee, InterExchange and the Employee have agreed to enter into this Agreement,

NOW, THEREFORE, as a condition of the Employee becoming employed or continuing to be employed by InterExchange, and in consideration of the foregoing, the parties agree to the following:

1. CONFIDENTIAL INFORMATION

1. The Employee will hold in confidence and refrain from using or disclosing to any third party, without InterExchange’s prior written consent, any Confidential Information that InterExchange may furnish to the Employee or that may be developed in the course of, or in connection with, the Employee’s employment. The Employee shall take all steps necessary to safeguard and protect the Confidential Information from unauthorized access, use or disclosure by or to others, including but not limited to, maintaining appropriate security measures.

2. Employee shall notify InterExchange immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Employee, and will cooperate with InterExchange to assist InterExchange to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

3. For purposes of this Agreement:

   1. “Confidential Information” means any and all creative, technical or business information that is either identified as or would reasonably be understood to be confidential and/or proprietary, including, without limitation, trade secrets, program participant data (including but not limited to non-public information concerning host families, au pairs, program participants, employers, camps and local coordinators), pricing and financial data, cooperating organization information, computer programs, marketing and development plans, program statistics, logistics and operations systems or plans, and personnel statistics and data. Confidential Information will be broadly construed to mean any non-public oral or written information, tangible or intangible, in any medium, relating to or derived from (i) any discussions and oral or written communications between InterExchange and any other parties relating to any past or pending business negotiations or transactions; (ii) InterExchange’s creative, technical and business processes, including but not limited to information about its finances; (iii) InterExchange’s donors, patrons, guests, vendors and suppliers; (iv) the programs, products, materials, designs, sketches, drawings, photographs, concepts or ideas created or commissioned by InterExchange; (v) InterExchange’s marketing, advertising, and pricing strategies; (vi) non-public personal information regarding any InterExchange Board member, employee, volunteer, contractor, executive, guest or patron.

   2. “Confidential Information” shall not be deemed to include any information that (A) was or becomes generally available to the public other than as a result of a disclosure by Employee, (B) was or becomes available to Employee from a source other than InterExchange, provided that such source is not, to Employee’s actual knowledge, bound by a confidentiality agreement with InterExchange with respect to such information, (C) was available to Employee or within Employee’s knowledge prior to entering into this Agreement, or (D) was obtained, created or developed by Employee without use of Confidential Information.

4. Notwithstanding the generality of the foregoing, Employee is not prohibited from disclosing Confidential Information in response to a lawful subpoena to make such disclosures. In the event Employee receives a lawful subpoena requesting disclosure of Confidential Information, Employee shall: (i) immediately notify InterExchange of the subpoena and its return date; (ii) immediately deliver a copy of any such subpoena to Nicole Santomasso, Chief Operating Officer, InterExchange, Inc., 100 Wall Street, Suite 301, New York, New York 10005; and (iii) not disclose the Confidential Information before the subpoena’s return date so that InterExchange is given sufficient time to contest the subpoena.

5. Nothing set forth herein is intended to prevent Employee from speaking with law enforcement, the Equal Employment Opportunity Commission, the state Division of Human Rights, a local commission on human rights, or an attorney retained by the Employee.

6. All memoranda, papers, letters, notes, notebooks and all copies thereof in any way relating to the business or affairs of InterExchange and provided to Employee in connection with Employee’s employment will be held by Employee as InterExchange’s property and upon request by InterExchange at any time will be immediately returned by Employee to InterExchange.

1. REMEDIES

The Employee acknowledges and agrees that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of this Agreement by the Employee would cause InterExchange irreparable harm and that money damages would not be an adequate remedy. The Employee agrees that InterExchange shall be entitled to equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by the Employee and to specifically enforce the terms and provisions of this Agreement, this being in addition to any other remedy to which InterExchange may be entitled at law or in equity.

1. TERM OF OBLIGATION; RETURN OF CONFIDENTIAL INFORMATION

   1. The confidentiality obligations set forth in this Agreement shall continue with regard to an item of information as long as that information continues to meet the definition of “Confidential Information” and is not exempt under Sections 1(c)(ii)(A)-(D).

   2. At any time upon written request by InterExchange, the Employee shall return or destroy all documents or other materials embodying Confidential Information, shall retain no copies thereof, and shall certify in writing that such destruction or return has been accomplished. Upon termination of Employee’s employment by InterExchange, Employee shall return an executed copy of the Certification attached as Exhibit A hereto memorializing compliance with this Section 3(b).

2. NO WAIVER

The failure of InterExchange to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of InterExchange to enforce any subsequent breach of such term.

1. ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of each Party, his/her/its heirs, executors, administrators and other legal representatives, successors and permitted assigns, provided, however, that the Employee shall not have the right to assign the obligations under this Agreement, in whole or in part, without the prior written consent of InterExchange.

1. SEVERABILITY

In the event that any provision of this Agreement is found to be invalid, void or unenforceable, the Parties agree that such invalidity, voidability or unenforceability shall not affect the validity of this Agreement nor the remaining provisions herein.

1. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between InterExchange and Employee concerning the subject matter set forth herein. This Agreement is intended to take the place of and terminate any and all prior agreements between the parties concerning said subject matter. This Agreement may not be modified or changed except by means of a separate written document, signed by both InterExchange and Employee, that expressly refers to this Agreement.

1. GOVERNING LAW

The validity, interpretation and performance of this Agreement will be governed by the laws of New York (without regard to conflicts of law principles). The Parties agree that the exclusive jurisdiction for any legal action shall be New York County, New York.

1. COUNTERPARTS

This Agreement may be signed in any number of counterparts each of which shall be deemed an original, and each party thereto may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument. The exchange (by facsimile or as a pdf attachment to an email transmission) of copies of executed counterparts of this Agreement shall be deemed execution and delivery thereof, provided that receipt of such facsimile copies is confirmed in writing. Original copies shall follow by documented overnight delivery.