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This Confidentiality Agreement ("Agreement") between Client, a corporation ("Client") and St. Joe Web ("VENDOR") relates to the prospective mutual exchange of certain proprietary and/or confidential information during business transactions between St. Joe Web and Client. As used in this Agreement, the term "recipient" includes any of the recipient's officers, directors, employees, agents and representatives, including, without limitation, attorneys, accountants, consultants, and financial advisors (collectively, "representatives"). Client and St. Joe Web wish to protect their respective proprietary or confidential information being exchanged under this Agreement and, towards that end, hereby agree and represent to each other as follows:

1. Identification of Proprietary and Confidential Information. The parties agree that any proprietary or confidential information ("Information") which is disclosed shall be subject to the terms of this Agreement only if the Information is identified as follows: (i) if the Information is in written, digital, or other tangible form, it shall be clearly marked or labeled "Proprietary and Confidential"; and (ii) if the Information is orally disclosed, the disclosing party shall specifically state, at the time of such disclosure, what portion thereof is deemed by the disclosing party to be proprietary or confidential.

2. Non-Disclosure to Third Parties. The recipient of Information shall treat the Information as the proprietary and confidential information of the disclosing party, shall not disclose the Information to any other person or entity except as authorized herein, and shall safeguard the Information at least to the same extent that it would its own proprietary and confidential information. The recipient shall immediately notify the disclosing party of any request by any third person that the Information be disclosed and shall cooperate with the disclosing party in its efforts to protect the Information from disclosure.

3. Publicity. Except as may, in the opinion of counsel, be required by law, neither party shall publicly announce or disclose the terms or conditions of this Agreement, or advertise or release any publicity regarding this Agreement or the fact that the aforesaid discussions are taking place or the nature of such discussions, without the prior written consent of the other party. This provision shall survive the expiration, termination or
cancellation of this Agreement.

4. Ownership and Use of Information. All Information delivered by one party to the other party pursuant to this Agreement shall be and remain the property of the disclosing party, and such Information, if written or online file, and any copies thereof, as well as any written summaries of any Information disclosed orally, shall be promptly returned to the disclosing party upon written request, or destroyed at the disclosing party's option. The recipient of the Information shall not use the Information for any purpose except to evaluate a possible business transaction between the Other Party and Client.

5. Term of Agreement. The obligations of the parties under this Agreement shall continue and survive the completion of the aforesaid discussions and shall remain binding for a period of two (2) years from the date of execution of this Agreement.

6. Employee Access and Control of Information. The recipient of the Information shall maintain a list of the names of its representatives who shall have had access to the Information and shall furnish such list to the disclosing party at its request. However, prior to any such access, the recipient shall inform each such representative of the proprietary and confidential nature of the Information and of the recipient's obligations under this Agreement. Each such representative shall also be informed that by accepting such access, he thereby agrees to be bound by the provisions of this Agreement. Furthermore, by allowing any such access, the recipient agrees to be and remain jointly and severally liable for any disclosure by any such representative, which is not in accordance with this Agreement.

7. Exceptions. The obligations contained herein shall not apply to: (i) information which is now in or hereafter enters the public domain without a breach of this Agreement; (ii) information known to the recipient prior to the time of disclosure by the disclosing party or independently developed by the recipient's representatives without access to the Information; (iii) information disclosed in good faith to the recipient by a third person legally entitled to disclose the same.

8. Remedies. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by a party or its representatives and that the non-breaching party shall be entitled to specific performance as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for any such breach but shall be in addition to all other remedies available at law or equity to the non-breaching party.

9. Client Solicitation. St. Joe Web agrees that it shall not recruit, solicit or perform work of any kind with any Client clients or prospective clients for a period of two(2) years from the date of execution of this Agreement.

10. Employee Solicitation. VENDOR agrees that it shall not recruit, solicit or offer contract or employment of any kind to any Client employees or contractors for a period of two (2) years from the date of execution of this Agreement.

11. Miscellaneous. The obligations of the parties shall be binding on and inure to the benefit of their respective heirs, successors, assigns, and affiliates. This agreement may be amended or modified only by a subsequent agreement in writing. This Agreement shall be construed and enforced according to the laws of the State of Missouri. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this (DAY) Day of Month.

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