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The Parties agree to ensure that all copyright products, such as source codes, system design

data/architecture, and other proprietary information, disclosed during the engagement is protected from any

misuse, alteration, modification, sharing, or transfer to any party without express permission of the Discloser.

Such data is provided for the sole use of the Parties, and limited for the use under this agreement.

4.

Obligations of Receiving Party.

a.

No Use.

The Receiving Party agrees not to use the Confidential Information in any way, or

to manufacture or test any product embodying Confidential Information, except for the

purpose set forth above.

b.

No Disclosure.

The Receiving Party agrees to use the same degree of protection it uses for

its own trade secret information, and in no event less than reasonable efforts, to prevent and

protect the Confidential Information, or any part thereof, from disclosure to any person other

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c. Protection of Secrecy.

The Receiving Party agrees to take all steps reasonably within its

control to protect the secrecy of the Confidential Information, and to prevent the

Confidential Information from falling into the public domain or into the possession of

unauthorized persons.

d. No Duplication.

The Receiving Party shall not duplicate Confidential Information furnished

in tangible form except for purposes of this Agreement.

e. Return of Information.

on a Party's request, the other Party shall return all Confidential

Information of the requesting Party, except for that portion of such Confidential Information

that may be found in analyses prepared by, or for, the returning Party (collectively,

³Analyses´), aQd Whe UeWXUQiQg PaUW\ aQd iWV ReSUeVeQWaWiYeV Vhall QRW UeWaiQ aQ\ cRSieV Rf

such Confidential Information except the returning Party may retain one copy of the

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record retention policies.

The Confidential Information retained by the returning Party, the

portion of Confidential Information that may be found in Analyses prepared by, or for, the

returning Party, and any Confidential Information furnished by the requesting Party not so

requested or returned, will be held by the returning Party and kept subject to the terms of this

Agreement or destroyed.

5.

Limits on Confidential Information.

The obligations and restrictions imposed by this Agreement

will not apply to any information that:

Revised January 29th, 2019

4

a.

The Recipient can demonstrate was already known to the Recipient prior to the disclosure

by the Discloser; or,

b. has become publicly known through no wrongful act of the Recipient; or,

c. was received by the Recipient without breach of this Agreement from a third party without

restriction as to the use and disclosure of the DiVclRVeU¶V Confidential Information; or,

d. was independently developed by the Recipient without use of the DiVclRVeU¶V Confidential

Information; or

e. was ordered to be publicly released by the requirement of a government agency.

In this

regard, the Parties understand that the Discloser iV VXbjecW WR FlRUida¶V PXblic RecRUdV AcW,

Chapter 119, Florida Statutes, and that section 1004.22, Florida Statutes, provides limited

protection of documents received by the Discloser.

6.

Compelled Disclosure of Confidential Information.

a.

The Recipient may disclose Confidential Information pursuant to any governmental, judicial,

or administrative order, subpoena, discovery request, regulatory request or similar method,

provided that the Recipient promptly notifies, to the extent practicable.

b.

The Recipient agrees that it shall not oppose and shall cooperate with efforts by, to the extent

practicable, with respect to any such request for a protective order or other relief to preserve

the confidentiality of the Confidential Information.

c. Notwithstanding the foregoing, if the Discloser is unable to obtain or does not seek a

protective order and the Recipient is legally requested or required to disclose such

Confidential Information, disclosure of such Confidential Information may be made without

liability.

7.

Term.

a.

This Agreement shall remain in effect for a two-year term (subject to a one year

extension if the parties are still discussing and considering the Transaction at the end of the

second year) or the term of the contract, whichever is greater.

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Information that was disclosed during term shall remain in effect indefinitely.

8.

Remedies.

a.

The Parties acknowledge that the Confidential Information is of a unique and valuable

character, and that the unauthorized dissemination of the Confidential Information could

cause irreparable harm to the Party and the general public.

b.

Therefore, the Parties shall be entitled to injunctive relief preventing the dissemination of

any Confidential Information in violation of the terms hereof.

Such injunctive relief shall be

in addition to any other remedies available hereunder, whether at law or in equity.

c. The Discloser shall be entitled to recover its cRVWV aQd feeV, iQclXdiQg UeaVRQable aWWRUQe\V¶

fees, incurred in obtaining any such relief.