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WHEREAS for the purpose of exploring a possible business relationship, either party may disclose to the other and wish to protect confidential and proprietary information that is in their possession and that each party has legitimate rights to; NOW, THEREFORE, in consideration of the promises, representations and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, both parties, intending to be legally bound, hereby agree as follows: 1. Definition of Confidential Information. "Confidential Information" means any proprietary information, financial information, technical data, trade secrets or know-how of any kind disclosed before or after the date of this Agreement including, but not limited to, information related to business, finances, operations or affairs, business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, industrial diagrams, engineering, recipes, formulae, methods, procedures, processes, marketing or finance, customer quotes, personnel, ownership and/or other shareholder or membership data, attorney-client privileged information, which should reasonably have been understood by the recipient of the information because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the owner of the information or to a third party. Confidential Information does not include information which (i) is rightfully known to the Receiving Party at the time it receives the information, (ii) has become publicly known through no act of the Receiving Party, (iii) has been rightfully received by the Receiving Party from a third party authorized to make such communication without restriction, (iv) has been approved for release by written authorization of the Disclosing Party, or (v) is required by court or government action to be disclosed; provided however that the party being required to disclose the information must give the Disclosing Party reasonable prior notice of such disclosure and shall reasonably cooperate, at the Disclosing Party's expense, with any attempt by the Disclosing Party to obtain an appropriate protective order and that the information shall continue to be treated as Confidential Information for all other purposes. Confidential Information may be disclosed in written or other tangible form (including on magnetic or optical media) or by oral, visual, or other means. A "Disclosing Party" is a party or its agent, advisor, officer, partner, director, manager, employee, principal, owner, shareholder, member, trustee, Affiliate, representative, successor or assign (collectively, "Associates") disclosing Confidential Information. A "Receiving Party" is a party or its Associates receiving disclosed Confidential Information. “Affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a party. Confidential Information also includes nonpublic private information relating to customers, trust beneficiaries, clients, employees and prospective customers or employees of a Disclosing Party or any of its Affiliates, including, without limitation, names, addresses, e-mail addresses, telephone numbers, social security numbers, birth dates, tax identification numbers, medical records and personal health information, credit information, account numbers, account balances or other account information, personnel records, and lists derived from the foregoing, regardless of whether the Disclosing Party's or Affiliate's relationship with any of such persons or entities ceases. 2. Non-Disclosure, and Restriction on Use, of Confidential Information. Confidential Information of the Disclosing Party may be used by the Receiving Party only in connection with the purpose identified above. The parties shall protect the confidentiality of each other's Confidential Information in at least the same manner they protect the confidentiality of their own proprietary and confidential information of like kind, but in any case with no less than a reasonable degree of care. Each party will at all times comply with applicable professional standards with respect to each other's Confidential Information. The Receiving Party may disclose Confidential Information received hereunder only for the purpose identified above and only to its employees who have a need to know for such purpose and who are bound by signed, written agreements (in substantially the same form as this Agreement) to protect the Confidential Information from unauthorized use and disclosure. The Receiving Party agrees that it shall be responsible for any breach of this Agreement by its employees. 3. No Rights Granted. Confidential Information shall at all times remain the property of the Disclosing Party. No license or rights under any trade secrets, copyrights, or other rights are granted by this Agreement or any disclosure of Confidential Information hereunder. Confidential Information of the Disclosing Party may not be copied or reproduced by the Receiving Party without the Disclosing Party's prior written consent Any such permitted copies will be considered Confidential Information. 4. Return of Confidential Information. All Confidential Information made available hereunder, including copies thereof, shall be returned to the Disclosing Party upon the first to occur of (i) completion of the purpose referred to above or (ii) request by the Disclosing Party. Copies of any Confidential Information shall not be retained in any form by the Receiving Party without the prior written consent of the Disclosing Party. 5. Notification of Release of Confidential Information. In the event either party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other party, the Receiving Party shall promptly notify the Disclosing Party and tender to it the defense of such demand. Unless the demand shall have been timely limited, quashed or extended, the Receiving Party shall thereafter be entitled to comply with such demand to the extent permitted by law. If requested by the party to whom the defense has been tendered, the Receiving Party shall cooperate (at the expense of the requesting party) in the defense of a demand. 6. Non-Solicitation. During the term of this Agreement, and for a period of 12 months following termination of this Agreement, each party agrees that it will not, either directly or through others, without the other party's prior written consent: (i) contract directly with, or perform services directly for, a prospect/client of the other party that is revealed under this Agreement; or (ii) solicit or attempt to solicit any employee, independent contractor or consultant of the Disclosing Party to terminate his or her relationship with the Disclosing Party in order to become an employee, consultant or independent contractor to or for the Receiving Party, or any partner, Affiliate, parent or subsidiary of the Receiving Party. Notwithstanding the foregoing, in no event shall either party be prevented or restricted from performing services or pursuing business opportunities with its own current prospects/clients, or other companies, who may also be prospects/clients of the other party, as long as it shall not thereby breach this Agreement. 7. No Advertising. Neither party may use the name of the other in connection with any advertising or publicity materials or activities without the prior written consent of the other party. 8. Term. This Agreement shall continue from the date last written below until terminated by either party by giving thirty (30) days written notice to the other party of its intent to terminate this agreement. Notwithstanding such termination, all obligations of the Receiving Party concerning confidentiality shall continue for three (3) years following the last receipt of Confidential Information. 9. Remedies. The parties hereto agree and acknowledge that the provisions and restrictions contained in sections 1 through 8 are necessary to protect the legitimate continuing interests of the parties in the Confidential Information and that any violation or breach of these provisions will result in irreparable injury to the other party for which a remedy at law would be inadequate and that, in addition to any relief at law which may be available to a party for such violation or breach, the injured party shall be entitled to injunctive and other equitable relief as a court may grant after considering the intent of this section 9. 10. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Florida. The forum selected for any proceeding or suit related to this Agreement shall be in the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillsborough County, Florida, and the parties consent to this Court’s personal jurisdiction over them, or, if the State Court does not have subject matter jurisdiction, then in the District Court of the United States for the Middle District of Florida, Tampa Division, to which the parties also consent to personal jurisdiction. The parties waive any objection to venue or claim that the action is brought in an inconvenient forum. In any such action or proceeding, each party waives personal service of any summons, complaint or other process and agrees that service thereof shall be deemed made when mailed registered mail, return receipt requested, addressed to the party at its address or at such other address as shall have been provided by notice. 11. Waiver. The failure of a party to insist on the strict adherence to any term of this Agreement or to enforce any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement or to enforce such term. Any waiver must be in writing. 12. Severability. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect, 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. 13. Complete Agreement. This Agreement including all exhibits, if any, constitutes a complete statement of all the arrangements between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, arrangement or understandings written or oral, relating to its subject matter. This Agreement may not be modified except by a writing signed by both parties. 14. Notice. Any notice or other communication required or permitted herein shall be given in writing to the other party at such address as shall be given by either party to the other in writing. Such notice shall be deemed to have been given when (i) delivered personally, (ii) sent via certified mail (return receipt requested), or (iii) by recognized air courier service. 15. Counterparts. The parties may execute this Agreement, including by means of facsimile signature pages, in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Agreed and Accepted: *

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