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Mutual Nondisclosure and Confidentiality Agreement

Nondisclosure Agreement (“NDA) between Vendor Legal Name’s ("NAME") and US Cloud LC (“US Cloud”)

The parties agree as follows:

INFORMATION: Information subject to this NDA includes trade secrets; proprietary information, materials and data; past, present and future research; development and business activities; plans; methods; know-how, processes and techniques; customers, creditors and suppliers, and other information which under the circumstances ought to be treated as confidential.

NONDISCLOSURE: This information shall not be disclosed by the recipient, nor used or reproduced for the recipient's benefit or the benefit of another without the disclosing party's prior written consent, except that the recipient may disclose this information to its advisors or affiliates which are subject to confidentiality obligations at least as restrictive as that established by this NDA.

WHAT IS NOT CONFIDENTIAL: Information shall not be subject to this NDA if the recipient demonstrates that it was received without restriction from a third party which is not subject to a nondisclosure obligation to a disclosing party.

RETURN OR DESTRUCTION: If requested by the disclosing party, the recipient shall promptly return all written or physical embodiments (including copies) of the disclosing party’s information, destroy all other forms of the information (including electronic images) in the recipient’s possession, and certify that the information has been so returned or destroyed.

FUTURE BUSINESS: This is not an agreement to enter into a business relationship, which shall be by separate written agreement.

USE OF NAME: A party shall not use the names, trademarks, or trade names (whether registered or not) of the other party in any manner, including publicity, advertising, or customer lists, without the prior written approval of an officer of the other party.

DISPUTE RESOLUTION: Missouri law governs this NDA (without giving effect to its conflicts of law principles). Any dispute arising out of this NDA shall be finally resolved by binding arbitration before a single arbitrator in Saint Louis County, Missouri and judgment may be entered upon the award in any court having jurisdiction. The parties waive any right to jury trial. Because a disclosing party will not have an adequate remedy at law and will suffer irreparable injury, it shall be entitled to seek temporary or permanent injunctive relief in addition to any other remedies available in arbitration. If a disclosing party prevails in any proceeding to enforce this NDA, it shall be entitled to recover its reasonable expenses, including attorneys' fees.

MISCELLANEOUS: This NDA supersedes any prior understanding regarding treatment of confidential information and will not be modified, waived, amended or terminated except in writing. No waiver will be construed as a waiver of any subsequent breach, and no course of dealing or delay or omission in exercising any right or remedy shall operate as a waiver.

 US Cloud LC

Customer

By:

Name:

Robert E. LaMear IV

Title:

CEO

Date:

By:

Name:

Title:

Date:

©2020 US Cloud. All rights reserved. THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETARY.