Non-Disclosure Agreement

MUTUAL NONDISCLOSURE AGREEMENT

THIS MUTUAL NONDISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of the date last signed below (“Effective Date”), and is by and between Referromed, Inc d/b/a Florie, a New York corporation, and ______.

WHEREAS, in connection with the parties’ evaluation of entering into a business relationship (the “Purpose”), each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”) pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. “Confidential Information” means data or information in any form or medium (whether oral, written, electronic, or otherwise), in each case whether or not marked, designated, or otherwise identified as “confidential” or “proprietary,” including, without limitation, data or information relating to the Disclosing Party’s: technology (including, but not limited to, any technical specifications), business operations, pricing, products, services, customers, developments, inventions, designs, trade secrets, know- how, and any other data or information which the Disclosing Party uses reasonable efforts to protect as Notwithstanding the foregoing, “Confidential Information” does not include any information the Receiving Party can demonstrate by documentary records: (i) was rightfully known to it without restriction on use or disclosure prior to being disclosed hereunder; (ii) prior to or after the time of disclosure hereunder, becomes generally known by the public through no breach of this Agreement; or (iii) was received by it on a non-confidential basis from a third party that was not under any confidentiality obligations.

2. Protection of Confidential Information. As a condition to being provided with Confidential Information, the Receiving Party shall: (i) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information, and in no event less than a reasonable degree of care; (ii) not access or use Confidential Information other than as necessary in connection with the Purpose or to exercise its rights under this Agreement; (iii) not disclose any Confidential Information other than to its employees, officers, directors, consultants, agents, and/or legal advisors (collectively, “Representatives”) who need to know such Confidential Information in connection with the Purpose, have been informed of the confidential nature of the Confidential Information, and are bound by written confidentiality obligations no less protective than the terms set forth herein, provided that the Receiving Party be responsible for its Representatives’ compliance, and be primarily liable for its Representatives’ non-compliance, with this Agreement; and (iv) immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this

3. Compelled Disclosures. If the Receiving Party is compelled by applicable law to disclose any Confidential Information, then, to the extent permitted by law, the Receiving Party shall: (i) promptly notify the Disclosing Party of such requirement; and (ii) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on If, after providing such notice and assistance, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use commercially reasonable efforts to obtain assurances from the applicable authority that such Confidential Information will be afforded confidential treatment.

4. Acknowledgment of Ownership; No Warranty. The Disclosing Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. All Confidential Information disclosed hereunder is provided “as-is” and the Disclosing Party disclaims all representations or warranties, whether expressed or implied, including any warranties that such Confidential Information is accurate, complete, or error-free. The Disclosing Party shall not be liable to the Receiving Party (or its Representatives) relating to or resulting from the Receiving Party’s use of any Confidential

5. Term; Effect of Termination. This Agreement shall commence on the Effective Date and shall continue until three (3) years from the Effective Date, unless either party terminates this Agreement by providing the other party with thirty (30) days’ prior, written Upon expiration or termination of this Agreement: (i) the Receiving Party shall immediately cease all use of the Disclosing Party’s Confidential Information; (ii) the Receiving Party shall immediately deliver or destroy, at the Disclosing Party’s option, all Confidential Information of the Disclosing Party (including, without limitation, any summaries or copies thereof, and any materials that include or refer to any part of such Confidential Information) in the control or possession of the Receiving Party, its Representatives, or its third party contractors or customers, and certify, in writing, that such delivery or destruction has been accomplished. Notwithstanding anything to the contrary in this Agreement, the Receiving Party’s duties and obligations related to Confidential Information shall continue until such time as the Receiving Party no longer has access to, possession of, or control of any Confidential Information of the Disclosing Party.

6. Governing Law; Venue; Fees. Each party agrees that this Agreement shall be construed, interpreted, and applied in accordance with the laws of the State of Missouri without regard for the conflicts of laws Exclusive venue for any action between the parties shall be in Boone County, Missouri. In the event that any action or other proceeding related to this Agreement is instituted, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and litigation expenses from the other party.

7. Remedies; Waiver. The Receiving Party acknowledges and agrees that a breach or threatened breach of any of its obligations hereunder would cause the Disclosing Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that the Disclosing Party will be entitled to seek equitable relief without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate Such remedies and all other remedies are not exclusive and are cumulative to all other remedies that may be available at law, in equity, or otherwise. Neither the failure nor delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such, and no single or partial exercise of any right, power, or privilege will preclude any other or further exercise of such.

8. Assignment. Neither party may assign, delegate, or transfer this Agreement, including any of its rights or obligations under this Agreement, without the written consent of the other party, which may not be unreasonably withheld, delayed, or

9. Agreement. This Agreement sets forth the entire, final, complete, and exclusive expression of the All prior and contemporaneous written and oral negotiations and agreements are expressly merged into and superseded by this Agreement. No amendment or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver or consent given hereunder is effective unless it is in writing and signed by the party so waiving or consenting. The terms and conditions of this Agreement are severable, and if any portion hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other term or condition of this Agreement. Headings are for convenience only and shall not affect the interpretation of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one, and the same, agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Florie:

Name:      Alan Quinlan Signature:

Title: CEO

Date:

XXX:

Name:

Signature: Title: Date: