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Revised January 29th, 2019

5

The Recipient further acknowledges that the unauthorized disclosure of certain information

perWaining Wo ³CriWical AsseWs´ or ³CriWical InfrasWrXcWXre´ may constitute a violation of state and federal

law.

9.

Return of JEA Confidential Information.

The Recipient shall immediately return and redeliver to the other all tangible material embodying the

JEA Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals,

records, excerpts or derivative information deriving there from and all other documents or materials

(³NRWeV´) (aQd all cRSieV Rf aQ\ Rf Whe fRUegRiQg, iQclXdiQg ³cRSieV´ WhaW haYe beeQ cRQYeUWed WR

computerized media in the form of image, data or word processing files either manually or by image capture)

based on or including any JEA Confidential Information, in whatever form of storage or retrieval, upon the

earlier of ±

I.

the completion or termination of the dealings between the parties contemplated

hereunder; or

II.

the termination of this Agreement; or

III.

at such time as JEA may so request; provided however that the Recipient may retain

such of its documents as is necessary to enable it to comply with its statutory

document retention policies.

Alternatively, the Recipient, with the written consent of JEA may (or in the case of Notes, at the Recipient¶V

option) immediately destroy any of the foregoing embodying JEA Confidential Information (or the

reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such

destruction by an authorized officer of the Recipient supervising the destruction).

JEA reserves the right to

require evidence supporting such an activity.

10.

Notice of Breach.

The Recipient shall notify the Discloser immediately upon discovery that any

Confidential Information has been communicated or distributed to any unauthorized person or entity and will

cooperate with efforts by the Discloser to help the Discloser regain possession of Confidential Information

and prevent its further unauthorized use.

11.

No Warranty.

The Discloser shall have no liability to the Recipient or the Representatives resulting from any use of

the Confidential Information.

The Discloser shall have sole responsibility for providing the Confidential

Information necessary for Recipient WR SeUfRUP iWV RbligaWiRQV XQdeU Whe SaUWieV¶ AgUeePeQWV.

12.

Miscellaneous.

a.

This Agreement:

i.

is the complete agreement of the parties concerning the subject matter hereof and

supersedes any prior such agreements with respect to further disclosures on such subject

matter;

ii.

may not be amended or in any manner modified except in writing signed by the parties;

iii.

shall be governed and construed in accordance with the laws of the State of Florida without

regard to its conflict of law provisions; and

iv.

shall be binding upon and inure to the benefit of the parties and their respective successors,

assigns and designees.

Revised January 29th, 2019

6

b.

The Federal and state courts located in Duval County, Florida shall have sole and exclusive

jurisdiction over any disputes arising under this Agreement.

If any provision of this

Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible

and the unenforceable provision shall be deemed modified to the limited extent required to

permit its enforcement in a manner most closely representing the intention of the parties as

expressed herein.

Any failure by the Discloser to enforce the strict performance of any

provision of this Agreement will not constitute a waiver of its right to subsequently enforce

such provision or any other provision of this Agreement.

c. Any notices required or permitted to be given hereunder may be delivered by hand,

deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by

certified mail, return receipt requested, postage prepaid, in each case, to the address of the

other party first indicated above.

All such notices or communications shall be deemed to

have been given and received (a) in the case of personal delivery or electronic-mail, on the

date of such delivery, (b) in the case of delivery by a nationally recognized overnight

carrier, on the third business day following dispatch and (c) in the case of mailing, on the

seventh business day following such mailing.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first

above written.

JEA

Recipient

By __________________________

By __________________________

Name:

Name:

Title: