WHEREAS, LLC is contemplating entering into a relationship with Investor during which certain proprietary and Confidential Information, which is not readily available to the public, belonging to the LLC will be disclosed; and

WHEREAS, LLC desires that the information deemed proprietary and/or confidential not be disclosed to any other parties unless authorized herein.

NOW THEREFORE, in furtherance of the contemplated relationship, and in consideration of the mutual promises and covenants contained herein, the parties do hereby agree as follows:

1. 1. In this Agreement, proprietary and Confidential Information (“Confidential Information”) shall mean any confidential, proprietary and trade secret information of LLC, disclosed in writing or orally, including but not limited to information, data, and know-how of an intellectual, industrial, commercial, technical or scientific nature, whether or not such information is marked as “confidential” “proprietary” or “secret”.
2. 2. In respect of Confidential Information disclosed by LLC, Investor agrees that:
   1. (a) It will not directly or indirectly disclose Confidential Information to any third party.
   2. (b) It will not use Confidential Information for any purposes other than those that are necessary to evaluate the possible business relationship between the LLC and Investor, Investor expressly agrees that it shall not use the Confidential Information for purposes of developing competitive strategies, soliciting business directly from LLC’s clients, or in direct competition with LLC.
   3. (c) It shall restrict disclosure of Confidential Information to such of its employees who need access to such information and who understand and have agreed to the confidentiality; and
   4. (d) It shall protect Confidential Information with at least the same degree of care as it protects its own confidential and proprietary information.
   5. (e) Confidential Information shall not apply to Information which:
   1. (i) was previously known free of any obligation to keep it confidential;
   2. (ii) is disclosed to third parties by the disclosing party without restriction;
   3. (iii) is or becomes publicly available by other than unauthorized disclosure;
   4. (iv) was independently developed by the receiving party; or
   5. (v) is required to be disclosed under applicable law or by a valid subpoena or other court or government order, decree, regulation or rule, provided, however, that if disclosure is required under this provision, receiving party shall advise disclosing party of the requirement to disclose the Confidential Information prior to such disclosure and as soon as reasonably practicable after the receiving party becomes aware of such required disclosure.
3. 3. The Investor agrees that all Confidential Information is and shall remain the exclusive property of LLC. After completion of the negotiations, at the written request of LLC, the Investor shall return or destroy all copies of the Confidential Information in its possession and certify in writing that it has done so.
4. 4. No rights or obligations other than those expressly recited herein are to be implied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, copyright, or other legal theory, now held by, or which may be obtained by, or which is or may be licensable by LLC. Further, with respect to the information, Investor understands that such information is subject to change without notice at any time and that LLC shall not have any liability as a result of any change in Information.
5. 5. Neither this Agreement, nor the disclosure of Information under this Agreement, nor the ongoing discussions and correspondence between the parties, shall constitute or imply a commitment or binding obligation between the parties or their respective affiliated companies, if any, regarding the subject matter of the Information. If, in the future, the parties elect to enter into a binding commitment regarding the subject matter of the information, such commitment will be explicitly stated in a separate written agreement executed by both parties, and the parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract regarding the subject matter of the Confidential Information or any other transaction between them without execution of such separate written agreement.
6. 6. Except as permitted by this Agreement, neither party shall make any press release or other disclosure of any kind regarding this Agreement, any discussions or negotiations relating to the parties, or the Confidential Information without the prior written consent of the other party.
7. 7. In view of Investor's access to Confidential Information and in consideration of the value of such Confidential Information to LLC, Investor confirms, acknowledges and agrees that enforcement of the covenants pertaining to the Confidential Information would not prevent LLC from earning a livelihood. Investor further agrees that in the event of an actual or threatened breach by Investor, LLC would be irreparably harmed and the full extent of the resulting would be impossible to calculate, and LLC therefore will not have an adequate remedy at law. Accordingly, Investor agrees that temporary and permanent injunctive relief would be appropriate remedies against such breach, without bond or security; provided, however, that nothing herein shall be construed as limiting any other legal or equitable remedies available to LLC.
8. 8. This Agreement represents the entire understanding between the parties and supersedes any contracts, agreements or understanding (oral or written) of the parties with respect to the subject matter hereof. No term of this Agreement may be amended except upon written agreement of both parties, unless otherwise provided in this Agreement.
9. 9. Failure by either party to insist upon strict compliance with any term of this Agreement in one or more instances will not be deemed to be a waiver of its rights to insist upon such strict compliance with respect to any subsequent failure.
10. 10. If a court or other body of competent jurisdiction declares any term of this Agreement invalid or unenforceable, the remaining terms of this Agreement will continue in full force and effect.
11. 11. The terms and conditions of this Agreement are binding upon the parties during the negotiations and discussions, and the nondisclosure provisions of this Agreement shall survive the expiration or termination of this Agreement until the Confidential Information no longer qualifies as a proprietary, confidential or as a trade secret, or until the disclosing party sends the receiving party written notice releasing the receiving party from the confidentiality provisions of this Agreement.
12. 12. The laws of the State of Alabama shall govern this Agreement and the parties to this Agreement submit to the exclusive jurisdiction of the courts of Mobile County.
13. 13. This Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Neither party may assign or transfer its obligations under this Agreement or assign this Agreement, in whole or in part, without the prior written consent of the other party.
14. 14. Neither party may assign this Agreement or their obligations under this Agreement to any third party.
15. 15. The parties warrant and represent that the person executing this Agreement is duly authorized to execute this Agreement, and to bind the Parties to the terms and conditions contained herein.
16. 16. In the event either party breaches this Agreement or if such breach is shown to be an imminent possibility, the other party shall be entitled to all legal and equitable remedies afforded to it by law as a result thereof, and may, in addition to any and all forms of relief, recover from the breaching party all costs and reasonable attorneys fees to the extent it prevails in any such proceeding.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their names as of the date set forth above.