Membership Dox | AMG, Inc.

MEMBERSHIP DOX

To: Prospective Business

Advisory Board Members

From: Cicardi Bruce & Rich Pisani

Subj: AMG 'Business Advisory Board'
Membership Documents

Date: July 1, 2015

Dear Prospective Member,

Thank you for interest in potentially being invited to join our AMG 'Business Advisory Board' program and for reviewing our website.

Below are several of our 'Business Advisory Board' documents for your review prior to making a final decision on whether or not you want to consider joining a peer team. They are posted on-line for you to review to see if you have interest in finding out more about our AMG peers-helping-peers business support program...without any pressure. As you will see, the reason that this program is offered by invitation only is because you must be either a business owner who is the prime decision maker in your business or a top-tier manager that has a high-level of influence at your company. Plus, each member has the sole and exclusive right to represent their specific industry, so you will never be placed in a group with a competitor. Also, no member can join a peer team part of owners or upper level managers that has a vendor, clients or an employee as part of their group.

Additionally, we at AMG have designed this service for business owners and upper level managers of small and medium size businesses who want and need to confidentially share their issues, concerns and problems with their AMG Group Facilitator and peer group advisory board to solicit suggestions, ideas and advice from their teammates. Once this process takes hold, entrepreneurs and top-tier managers will become better leaders and problem solvers, which will help improve the overall health and financial stability of their company.

All prospective members will read and submit an executed AMG Member Application & Profile Form, the AMG Letter of Intent, the AMG Membership Agreement, the AMG Confidentiality & Non-Disclosure Agreement and an AMG Privacy Statement. Due to the nature of this business support process maintaining privacy and confidentiality of any and all information exchanged in a Members peer group advisory board meetings or private coaching sessions with their Facilitator is imperative. Also, all new members are required to have started creating their Members Questionnaire, '90 Day Action Plan' and '5 Year Business Plan' with help from AMG, which is a templated format in Microsoft WORD.

Finally, you will read that our program has a '90 Day Evaluation Period' for both the new member, as well as their peer group advisory board teammates. If, for any reason whatsoever, either party feels this is not a win-win situation for the individual member and the entire team then the new member will not enter into the fourth month and their three payments of $550 per month will be returned...no questions asked. As a requirement for such a refund, the Member must have started on the documents and projects outlined above, have attended the first three four-hour team meetings, as well as met in three individual private coaching sessions with their Facilitator.

Thank you for your time and consideration in this matter. Please feel free to contact us if you have any questions so we can assist you by answering any questions you may have.

Cicardi A. Bruce

Chairman

314-941-0779 (c)

Richard T. Pisani

President

314-952-2640 (c)

400 Chesterfield Center - Suite 400, Chesterfield MO 63017

636-537-7720 (w) or 636-519-7222 (f)

www.amginc.biz

Membership Application & Profile Form

Basic Information:

1) Applicants full name/title/owner/employee:

Name: ______________________________ / Title ____________________________

Ownership (%) _______________________ Employee: _______________________

2) Business name/address/zip:

_______________________________________________________________________

_______________________________________________ /Zip ___________________

3)Office phone (direct line)/cell:

_______________________________ / ______________________________________

4)Office phone (central line)/fax:

_______________________________ / ______________________________________

5) Applicants email address:

_______________________________________________________________________

6)Company website:

_______________________________________________________________________

7) When did you start with your company:

______________________

8)How many employees work directly for you:

______________________

9)How many customers are you directly responsible for:

______________________

10)What is your annual expense budget: $ ______________

11) What was your firms revenue for the past fiscal year: $ ____________

12) What's your firms projected sales volume for this year: $ _______________

13) What's your total compensation package worth this year: $ _______________

14) Are you the business owner and absolute final decision maker? ______

15) Are you an upper level manager and high-level decision influencer? ______

2) Employment Background (company names/years employed/dates):

______________________________________________________________________

3) Business Ownership Background (business names/years owned/dates):

______________________________________________________________________

4) Educational Background (graduation year):

1) Undergraduate degree:

Where: _________________________ / Specialty: ____________________________

2) Graduate degree:

Where: _________________________ / Specialty: ____________________________

3) Continuing education:

Where: _________________________ / Specialty: ____________________________

5) Hobbies and Interests:

Current (past 10 years):

______________________________________________________________________

Past:

______________________________________________________________________

6) Comments/Remarks/Suggestions/Ideas:

______________________________________________________________________

With their signatures below, the individual that has completed this membership application and profile form hereby attests that the information contained above is accurate and true to the best of their knowledge. Additionally, an authorized representative of AMG has reviewed and approved it.

Individuals Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

AMG Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

Letter of Intent

This American Marketing Group, Inc. (AMG) Letter of Intent (LOI) is hereby entered into this day by and between AMG whose offices are located in St. Louis, MO at 400 Chesterfield Center (S-400), Chesterfield, MO 63017 and (printed name of individual) ____________________________________________ who represents (business name) _____________________________________________________ which is located at ___________________________________________________ zip ________________

The individual named above is now considered a Prospective Member (PM) of an AMG 'Business Advisory Board' service (BAB's) team as a (initial one) business owner _____ manager _____ at the company named above in the capacity of (print your full title) ___________________________________________________________________ .

1) Invitation and Business Model:

It is understood by both parties that this LOI represents an official invitation from AMG to the PM as named above to join our AMG 'Business Advisory Board' (BAB's) program as a Member. Also, PM understands that the AMG BAB's program is a peer group advisory board service and a business support program that is designed to improve both the leadership, management and problem solving skills of a business owner or upper level manager of small and medium size businesses. AMG defines a small business as a company that has a full-time employee base of less than one hundred (100) and a medium size business that has a full-time employee base of at least one hundred (100), but no more than two hundred and fifty (250). The individual named herein will be placed in either a business owners group as the prime decision maker or in on an upper level managers team as a high-level decision influencer. The peer group advisory board team that the PM is placed on depends on their position with the company as outlined above.

2) Exclusivity and Privacy:

Members of both the business owners group and upper level managers team are guaranteed by AMG the right to be the sole and exclusive representative for their specific industry. Plus, and for the purpose of privacy and confidentiality, no BAB's Member will be ever be placed on a team with a competitor, customer, vendor or employee.

3) Intention of Parties:

PM further acknowledges and agrees that the individual named herein has every intention of joining the AMG BAB's program as a Member once AMG has secured a minimum of six (6) Members for the PM's peer group advisory board within six (6) months of the date of this LOI. AMG will give its best effort to launch this business support team made up of other business owners or upper level managers.

4) Pre-Membership Activity:

Upon the execution of this LOI and during the team-building process and waiting period the PM agrees to commence work with their AMG Group Facilitator (Facilitator) on certain documents and specific projects prior to engaging in their first peer group advisory board meeting. These documents include the Members Questionnaire, '90 Day Action Plan' and the '5 Year Business Plan.' At no charge, the Facilitator will meet with the PM on an as-needed basis to help support the efforts of creating the documents and launching the projects, which are designed to help both the PM and their company.

5) Membership

Once AMG has secured a minimum of six (6) PM's who qualify and have been invited via an LOI for each respective group the AMG Group Facilitator will formally invite the individual named above with a personal phone call and a time-stamped email to join their respective group. From the time of such an invitation the PM will have five (5) business days to execute an AMG BAB's Membership Agreement or the invitation will be withdrawn and given to another qualified individual.

6) Document Review by PM:

The PM representing the business named above acknowledges that they have filled out an AMG Members Profile form and executed an AMG Privacy Statement, plus thoroughly reviewed and understand this Letter of Intent prior to its acceptance and approval. Additionally, the PM agrees that they have reviewed the AMG BAB's Membership Agreement and Confidentiality & Non-Disclosure Agreement to their complete understanding and satisfaction prior to the execution of this LOI and have a full awareness of what is expected of them during the time period of being PM before becoming a Member.

7) Membership Criteria:

It is also understood that the PM will not be obligated to execute a Membership Agreement to join a BAB's group nor is AMG obligated to ask them to do so until such time that AMG has secured a minimum of six (6) Members to start either a business owners group or upper level managers team. Once AMG has secured their minimum membership requirements as outlined herein the PM hereby agrees to execute the AMG Privacy Statement, Membership Agreement and Confidentiality & Non-Disclosure Agreement.

8) Group Facilitator:

This BAB's program as outlined herein is lead by a professional who is a specially trained AMG BAB's Group Facilitator (Facilitator) and has at least twenty (20) years experience in the business world as a successful entrepreneur and/or top-tier leader, manager and problem solver. The Facilitator will lead all of the confidential four (4) hour peer group advisory board meetings held at the AMG office or a different Members company each month. Plus, the Facilitator will meet with each Member separately for a two (2) hour monthly coaching session. The Facilitator is not only the BAB's Member's private business coach, but also becomes the conduit for all information that flows between each Member and AMG.

9) Applicable Law:

This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements between the parties. No representation or promise, either oral or written, has been made except as specifically set forth herein. Should any part of this Agreement be declared invalid, such validity shall not affect the remainder of the Agreement. This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all disputes shall be adjudicated by the courts in St. Louis County, MO and governed by the laws of the State of Missouri. The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part thereof, shall not constitute a waiver of any rights or privileges.

10) Relationship of Parties:

Nothing contained in this Agreement shall be deemed to constitute that the individual executing this Agreement is a partner, has a joint venture or is an employee of AMG for any purpose. The individual is considered to be either an authorized representative of an independent business as outlined herein or an independent contractor and is expected to pay for its own Federal taxes, State taxes, other taxes and direct expenses as it relates to the duties in this Agreement.

11) Severability of Agreement:

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties

12) Waiver of Rights:

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

13) Binder of Parties:

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.

14) Independent Legal Advice:

I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and conditions set out herein and agree to be bound by them.

(15) Execution and Copy of Agreement:

With their signatures below the parties to this Agreement acknowledge and agree that they have a complete understanding of all of the items and provisions as outlined herein and have received a copy of said Agreement.

Individuals Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

AMG Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

Membership Agreement

This Membership Agreement (Agreement) is hereby entered into this day by and between American Marketing Group, Inc. (AMG) whose offices are located in St. Louis, MO at 400 Chesterfield Center, Suite 400, Chesterfield, MO 63017 and (individuals printed name)____________________________________________________________________

who represents (business name) ________________________________________________________whose offices are located at ____________________________________________________ / Zip: ________.

1) Acceptance of Invitation:

With the authorized signature below the individual hereby accepts this invitation to join an AMG BAB’s team, which is a peer group advisory board program designed to help individuals become better leaders, managers and problem solvers. This membership is offered exclusively to business owners and upper level managers that are positioned in their company to be either final decision-makers (FDM’s) or high-level decision influencers (HDI’s). AMG hereby insures that the Member will have the sole and exclusive right to represent their specific industry and not be placed in a BAB’s peer group as a team mate with an employee, direct competitor, client or major vendor.

2) 90 Day Evaluation Period:

The AMG Facilitator and the BAB’s member both have an initial �?ninety (90) Day Evaluation Period to evaluate if the Member is right for the group and if the group is right for the Member. The AMG Facilitator and BAB’s Member can terminate the members twelve (12) month BAB’s Membership Agreement at the end of the first three (3) months in writing for any reason whatsoever by either party. The member must attended three (3) peer group advisory board sessions with their teammates for an evaluation. Plus, the member must have attended three (3) private coaching sessions with their AMG Facilitator for further assessment by both parties. In the event of such termination the BAB’s Member will receive a total refund from AMG by check for their first three (3) payments in its entirety within thirty (30) days of the effective date of termination, which shall be in writing prior to the start of the fourth (4) month of membership by the party terminating the BAB’s Membership Agreement.

3) BAB’s Program Mission:

AMG Facilitators realize that business owners and top-tier managers have a major impact on the success of their small or medium size business and are considered to be a key individuals and leaders in the firm. The AMG BAB’s program has a 'mission statement' that states:

“The AMG 'Business Advisory Board' program has been established to have business owners and upper level managers attend a monthly four hour confidential peer group advisory board meeting with other Members, plus a monthly two hour private coaching sessions with their Facilitator who is the team leader. Members are encouraged to share their business issues, concerns and problems with their team leader and peer group. In return, both the Facilitator and other Members will give suggestions, ideas and advice that are designed to help fellow teammates become better leaders, managers and problem solvers, which will improve the overall health and financial stability of their own company. The return-on-investment is priceless.”

Cicardi A. Bruce

Chairman

Richard T. Pisani

President

This supportive process occurs with the BAB’’s Facilitator during the monthly peer group advisory board meetings and in-field coaching sessions. This type of professional business interfacing can help a Member solve their firm’s problems and increase the positive cash flow of the company. In both the group and one-on-one meetings the Facilitator and team mates will most often �?question a Members answers’ rather than �?answer the Members questions’. This can help the Member because they will stop, listen and learn from their own answers while they extract good solid ideas, suggestions and advice from their BAB’s Facilitator and team mates.

4) Responsibility and Obligation:

The Member agrees that they have a legal and ethical responsibility to their own private peer group advisory board and agree to execute a AMG Confidentiality Agreement & Non-Disclosure Agreement (CA-NDA), which becomes part of this Membership Agreement. Furthermore, the Member acknowledges that they have a moral and professional obligation to their teammates and will do their absolute best to assist their peers in the quest to succeed in their respective company.

5) Best Efforts:

A Member will always use their best efforts when working with their AMG BAB’s Facilitator to do the best work possible in both the group meetings and private coaching sessions. Also, the Member believes that the concept of BAB’s, which is �?peers helping peers’, will be helpful in their business endeavors. Additionally, the Member will always act professionally, responsibly, reliably and prudently as a teammate to others in the group, as well as the AMG BAB’s Facilitator.

6) Duties of a BAB’s Member to AMG:

Member further agrees that during their twelve (12) month membership period, and any renewals thereof, that part of their duties as a peer group advisory board member will be to perform effectively in the areas outlined below:

Member will host a BAB’s business advisory board meeting once every twelve (12) months at their business location or a facility of their choice that meets the requirements of the AMG Facilitator.
Member will attend a minimum of ten (10) of the twelve (12) regular monthly advisory board meetings with their team mates and ten (10) of the twelve (12) regular private coaching sessions with their AMG Facilitator.
Member will be prepared to create both a short term ninety (90) day action plan, along with a long term five (5) year business plan using the AMG Business Plan 'templated format' with the help of their peers and AMG Facilitator.
Member will actively participate sharing their issues, concerns and problems with teammates in order to receive suggestions, ideas and advice from their peers to solve problems in the best manner possible. This is designed to help each BAB's Member become better leaders, managers and problem solvers.
Member will insure that they have the proper equipment and technology available to perform effectively. This includes, but is not limited to an office, conference room, cell phone, digital camera, portable laptop or tablet, internet access, a copier/printer/scanner/fax unit, etc.
Member will be proactive and stay involved with their teammates above and beyond the regularly scheduled group meetings and on an as-needed basis to help each other and in return be helped by their peers and AMG Facilitator.
Member will participate in group meetings by giving their teammates and AMG Facilitator an overall business review, sharing business problems, asking for their professional advice and requesting suggestions, ideas and advice on how to make better choices and decisions for their own company.
Member will interact with their AMG Facilitator and teammates in order to help each other to try to become a stronger leader, more productive manager and better problem solver, which will help the overall health and financial stability of each Members business.
Member will ask their teammates how to improve my existing customer care program, secure more new business, work better with their partners and employees, improve their employees attitude and handle any investors more effectively.
Member will participate with their teammates and take responsibility for making decisions on BAB’s group issues, policies and other matters.
Member will work in good faith with each of their teammates and our Facilitator on improving the BAB’s system to compete with the ever changing business climate and better achieve our goals as a peer group advisory board.
Member understands that if they are falling short in any of their commitments as outlined herein that they will expect both their Facilitator and/or peer group advisory board to discuss their responsibilities with them and in order to help them get back on track.
Member guarantees that their BAB’s membership dues of five hundred and fifty ($550.oo) per month for a twelve period of time are paid automatically via an electronic funds transfer from a bank account of the Members choice to a bank account of AMG’s choice.

7) Duties of a AMG to BAB's Member:

AMG agrees that part of their responsibilities to the Member during their twelve (12) month membership period and as a teammate of the BAB’s peer group advisory board program will be to perform effectively for the Member in the following areas:

AMG will schedule a BAB’s business advisory board meeting once every month at a Members business location or a facility of the Members choice that meets the requirements of the AMG Facilitator.
AMG will have an experienced Facilitator present and preside over at one hundred percent (100%) of the regularly scheduled monthly advisory board meetings with teammates and in-field coaching sessions with the Member.
AMG’s Facilitator will be prepared to help the Member create both a short term 90 day action plan, along with a long term five year business plan using the most current AMG Business Plan 'templated format'.
AMG will actively participate by having a Facilitator prompt each teammate to share their issues, concerns and problems in order to receive suggestions, ideas and advice from their peers to solve problems in the best manner possible. This is designed to help each BAB's Member become better leaders, managers and problem solvers.
AMG will insure that it has the proper equipment and technology available to perform effectively during group meetings, as well as private coaching sessions. This includes, but is not limited to an office, conference room, cell phone, digital camera, portable laptop or tablet, internet access, a copier/printer/scanner/fax unit, etc.
AMG will make sure that the Members monthly membership dues of five hundred and fifty ($550) for a twelve period of time are tracked and paid automatically via an electronic funds transfer from a bank account of the Members choice and wired to a bank account of AMG’s choice.
AMG will be proactive and promote that teammates assist each other above and beyond the regularly scheduled group meetings and on an as-needed basis to help their peers and in return be helped by their teammates and AMG Facilitator.
AMG will have its Facilitator participate in all group meetings and insure that all teammates are prepared to present an overall business update and review. AMG will also insure that teammates listen to all Members business issues, concerns and problems in order to offer other teammates professional suggestions, ideas and advice on how each Member can make better choices and decisions for their own company.
AMG will have its Facilitator insure that all teammates help each other to try to become a stronger leader, more productive manager and better problem solver, which will help the overall health and financial stability of each Members business.
AMG will have its Facilitator insure that teammates help their peers improve their profit/loss statements and balance sheet by working on each others existing 90 Day Action Plan and Long Term Business Plan.
AMG will have its Facilitator participate with their teammates and take responsibility for making decisions on BAB’s group issues, policies, procedures and other matters to improve the effectiveness of the overall program for each Member.
AMG will have their Facilitator work in good faith with their teammates and continually work on the BAB’s system to compete with the ever changing business climate and better achieve our goals as a peer group advisory board service.
AMG will have its Facilitator insure that each Member is fully aware in writing of any short-falls on the Members behalf regarding any commitments outlined herein. The Facilitator and the Members peer group advisory board have an obligation to discuss the Members responsibilities and help each teammate get back on track.

8) Satisfaction of Parties:

In the event that AMG Facilitator and/or the BAB's Member is not fulfilling their commitments to the satisfaction of each other as outlined herein then both parties shall have a personal and confidential meeting with the AMG Principals to discuss the issues, concerns and problems in an attempt to settle such disputes to each parties satisfaction. This meeting is designed help the AMG Principals, BAB's Member and AMG Facilitator identify the symptoms and resolve the real problem to the liking of all parties involved in order to continue the relationship and fulfill the requirements of this BAB's Membership Agreement. If the parties are unable to settle a dispute amongst themselves and legal action is required regarding any portion of this agreement such a law suit shall be filed and tried in a court of law located in St. Louis County, MO. In addition to any monies awarded to the winner by the court, the prevailing party to such a suit shall also have the right to collect their filing fees and legal fees from the loosing party in accordance with the judgment of the court in any such proceeding.

9) Integration of Agreements:

The parties acknowledge and agree that the AMG Confidentiality & Non-Disclosure Agreement is a separate document that must be executed by Member, which becomes an integral part of this Members Agreement. With the exception of item four (4) above, the parties acknowledge that there are no other additional agreements and that these three documents constitute the sole and exclusive agreement by and between AMG and the BAB's Member as documented herein and that this agreement is not transferable to any other individual. Also, this Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. Additionally, both parties agree with the contents, obligations and information contained in this AMG BAB’s Membership Agreement without exception. Finally, this agreement cannot be amended unless agreed to and executed by both parties in writing. Each party that has executed this Agreement with their signature below confirms that they are the authorized representative of their respective company and guarantee the performance of this Agreement.

10) Applicable Law:

This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements between the parties. No representation or promise, either oral or written, has been made except as specifically set forth herein. Should any part of this Agreement be declared invalid, such validity shall not affect the remainder of the Agreement. This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all disputes shall be adjudicated by the courts in St. Louis County, MO and governed by the laws of the State of Missouri. The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part thereof, shall not constitute a waiver of any rights or privileges.

11) Relationship of Parties:

Nothing contained in this Agreement shall be deemed to constitute that the individual executing this Agreement is a partner, has a joint venture or is an employee of AMG for any purpose. The individual is considered to be either an authorized representative of an independent business as outlined herein or an independent contractor and is expected to pay for its own Federal taxes, State taxes, other taxes and direct expenses as it relates to the duties in this Agreement.

12) Severability of Agreement:

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

13) Waiver of Rights:

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

14) Binder of Parties:

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.

15) Independent Legal Advice:

I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and conditions set out herein and agree to be bound by them.

(16) Execution and Copy of Agreement:

With their signatures below the parties to this Agreement acknowledge and agree that they have a complete understanding of all of the items and provisions as outlined herein and have received a copy of said Agreement.

Individuals Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

AMG Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

Confidentiality & Non-Disclosure Agreement

This AMG Confidentiality & Non-Disclosure Agreement (Agreement) is entered into by and between American Marketing Group, Inc. (AMG) with its principal offices located in St. Louis, MO at 400 Chesterfield Center (S-400), Chesterfield, MO 63017 now known as the Disclosing Party and an individual now known as (please print your name) ________________________________________________________________ and their business named _______________________________________________________________________________, which is located at _______________________________________________________ Zip: _____________ now known as the Receiving Party. This Agreement is being agreed to and executed by both parties for the sole purpose of preventing the unauthorized use and disclosure of Confidential Information gathered by a Member of the AMG �?Business Advisory Board’ service (BAB’s) as defined herein. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary, private and Confidential Information that may be disclosed by the AMG Group Facilitator (Facilitator) or other BAB's Members (Members) in a monthly peer group advisory board meeting or private coaching session.

1) Definition of Confidential Information:

For purposes of this Agreement Confidential Information shall include, but not be limited to, all information, material and data that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. This Confidential Information may be in the form of a written, digital or verbal format and discussed with a BAB’s Group Facilitator or a teammate who is a member of the BAB’s peer group advisory board. Such Confidential Information is shared in both group meetings and private coaching sessions and is considered personal, confidential and private. The Receiving Party hereby acknowledges and agrees that this type of information it receives from the Disclosing Party as outlined herein is strictly private and shall keep this information totally confidential.

2) Exclusions from Confidential Information:

Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

3) Obligations of Receiving Party:

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party and the Members of the AMG 'Business Advisory Board' service (BAB's) team. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

4) Applicable Law:

This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements between the parties. No representation or promise, either oral or written, has been made except as specifically set forth herein. Should any part of this Agreement be declared invalid, such validity shall not affect the remainder of the Agreement. This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all disputes shall be adjudicated by the courts in St. Louis County, MO and governed by the laws of the State of Missouri. The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part thereof, shall not constitute a waiver of any rights or privileges.

5) Relationship of Parties:

Nothing contained in this Agreement shall be deemed to constitute that the individual executing this Agreement is a partner, has a joint venture or is an employee of AMG for any purpose. The individual is considered to be either an authorized representative of an independent business as outlined herein or an independent contractor and is expected to pay for its own Federal taxes, State taxes, other taxes and direct expenses as it relates to the duties in this Agreement.

6) Severability of Agreement:

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

7) Waiver of Rights:

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

8) Binder of Parties:

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.

9) Independent Legal Advice:

I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and conditions set out herein and agree to be bound by them.

10) Execution and Copy of Agreement:

With their signatures below the parties to this Agreement acknowledge and agree that they have a complete understanding of all of the items and provisions as outlined herein and have received a copy of said Agreement.

Individuals Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

AMG Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

Privacy Policy & Agreement

1) What This Privacy Policy and Agreement Covers

This Privacy Policy and Agreement (PPA) covers how American Marketing Group, Inc. (AMG) treats both the business and personal information that AMG has collected and received in your Business Advisory Board service (BAB's) Member Profile Form, business plans or any other document that you filled out that contains private, confidential or sensitive information. Your business and personal data of a privately held company is information about your company and you that is specifically identifiable like names, addresses, email addresses, phone numbers, financial information, etc. that may not otherwise publicly available.

However, information that you and your firm disclose to the public as a franchisor in any franchise agreements, Federal Disclosure Documents (FDD) or financial statements in the course of compliance with the Federal Trade Commission (FTC) that has already been officially made known to the general public is not subject to the terms and conditions of this PPA.

2) Information Collection and Use

Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

3) Information Sharing and Disclosure

AMG does not rent, sell, or share the company or personal information that you've entrusted to us with other individuals, affiliated firms or non-affiliated companies except when we have your permission, or under the following circumstances: When we respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against legal claims; or when we believe it is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of AMG's 'Confidentiality & Non-Disclosure Agreement' or this PPA as otherwise required by Federal or State laws.

4) Confidentiality and Security

We will give limited access to business and personal information received from you to our BAB's Facilitator, BAB's members and the staff of AMG who we believe reasonably need to come into contact with that information to provide services to you or in order to do their jobs. Conversely, any information a BAB's Member receives or reviews from other Members in their peer group advisory board meetings shall be governed by the terms and conditions of this PPA to protect AMG and other BAB's Members.

5) Relationship of Parties:

We take all reasonable precautions to keep your company and personal information secure. We have placed your Member Profile Form, business plans and other documents that contain your data in a private place for safekeeping to protect the confidential information that you have given to the Principals of AMG to review. Likewise, Members will take the same precaution with data and other such private documents they receive from their peers or AMG Group Facilitator.

6) Changes to this Privacy Policy

Due to changes in Federal and State legislation AMG will update its privacy policy to stay current with the privacy laws. We will notify you about significant changes in the way we treat the business and personal information you have given to us by sending a notice to the primary email address.

7) Acceptance and Approval

With both parties signature below we hereby agree attest that the Member has read, reviewed and now accepts the privacy policy and this agreement with AMG as written.

8) Applicable Law:

This PPA constitutes the entire agreement between the parties and supersedes any and all other agreements between the parties. No representation or promise, either oral or written, has been made except as specifically set forth herein. Should any part of this PPA be declared invalid, such validity shall not affect the remainder of this PPA. This PPA and the terms, conditions and obligations herein contained shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all disputes shall be adjudicated by the courts in St. Louis County, MO and governed by the laws of the State of Missouri. The forbearance or neglect by either party to insist upon the performance of this PPA, or any part thereof, shall not constitute a waiver of any rights or privileges.

9) Relationship of Parties:

I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms of this agreement. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in the business as named above fully understand the terms and conditions set out herein and agree to be bound by them.

10) Severability of Agreement:

If a court finds any provision of this PPA invalid or unenforceable, the remainder of this agreement shall be interpreted so as best to affect the intent of the parties.

11) Waiver of Rights:

The failure to exercise any right provided in this PPA shall not be a waiver of prior or subsequent rights.

12) Binder of Parties:

This PPA and each party's obligations shall be binding on the representatives, assigns, and successors of such party.

13) Independent Legal Advice:

As a BAB's Member I agree that I have been advised by AMG that I should obtain independent legal advice in connection with the terms and conditions of this PPA. I hereby confirm that I have either obtained such advice or chosen not to do so and that I personally and as the owner, officer, partner and/or principal in my company fully understand the terms and conditions set out herein and agree to be bound by them.

14) Execution and Copy of Agreement:

With their signatures below the parties to this PPA acknowledge and agree that they have a complete understanding of all of the items and provisions as outlined herein and have received a copy of this document.

Individuals Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date

AMG Approval

_________________________________

Print name clearly

_________________________________

Signature

_________________________________

Date