This Confidential Information Agreement (this “Agreement”) is between TherapyIQ (the “Company”), and entered into as of the first date of access to the TiQ platform (the "Contract Date") by and between TiQ, a Delaware Corporation (" Therapy iQ LLC." "we" or "us") and the organization accessing the TiQ platform ("The Practice" "you" or "your").

Hereinafter, Therapy iQ and Recipient may be individually referred to as a “Party,” or collectively referred to as the “Parties.” Therapy iQ and the Recipient wish to the explore establishment or formation of a business relationship (the “Purpose”), and in connection therewith, each desires to come into possession of, inspect, evaluate, and/or utilize the Confidential Information (as defined below) of the other Party hereto. Each Party hereto acknowledges and agrees that the other Party has a legitimate business interest in protecting its Confidential Information, and in preventing such information from being used unfairly to its competitive or business disadvantage. Therefore, the Parties, intending to be legally bound, hereby agree as follows:

A. Non-disclosure of Information

1. Confidential Information.

Each Party acknowledges that the Company has developed, compiled and owns, and will develop, compile and own, certain proprietary techniques, methodologies and confidential information that have great value to the Company’s business. For purposes of this Agreement, “Confidential Information” means information, materials, processes, ideas, know-how and techniques (whether or not reduced to writing)

1. Which are not generally known in the relevant industry or trade;
2. Which affords possessors of the information a commercial advantage over others who do not have such information; or
3. Which, if utilized or disclosed by a Party receiving such information (a “Receiving Party”), would place the Party disclosing such information (the “Disclosing Party”) at a competitive or business disadvantage.

Confidential Information includes, by way of illustration but without limitation, any and all information relating to: each Party’s services; processes; employees; customers; individually identifiable information; client personal health information; products; software; patient information by virtue of software; technology; product documentation; source of object code; accounting data; statistical data; development and marketing plans; business strategies; financial or product/service forecasts; and any and all other and further information and documentation deemed confidential and/or trade secret by the Parties themselves or under any federal, state, or local statute or regulation; whether or not tangibly embodied in a document, on a shared drive, model, specimen, computer storage device, or other means of storage, and regardless of whether the data or information is reduced to writing or provided visually, electronically, orally or in hard copy.

2. Protection.

For a period of five (5) years from the date that consummation of the discussions embodying the Purpose, or a determination by the Parties not to embark on the Purpose, each Party as the recipient of Confidential Information from the Disclosing Party, covenants and agrees that it shall

1. Maintain the Confidential Information of the Disclosing Party in strict confidence;
2. Not, directly or indirectly, divulge, reveal, report, publish, transfer, or disclose, or permit to be divulged, revealed, reported, published, transferred, or disclosed, for any purpose whatsoever any of the Confidential Information of the Disclosing Party;
3. Use at least the same degree of care to maintain the secrecy of the Confidential Information of the Disclosing Party as it uses in maintaining the secrecy of its own Confidential Information; and
4. Use the Confidential Party only for the purpose of evaluating the potential business relationship.

3. Disclosure to Representatives.

The Parties shall not disclose any Confidential Information of the other Party to any person, except to its employees, officers, shareholders, agents, consultants, or contractors (“Representatives”), who require access to the Confidential Information to evaluate the Purpose, and who are informed by the Receiving Party of the obligations imposed by this Agreement and who are nevertheless subject to confidentiality and non-disclosure obligations under written agreements with one of the Parties concerning their work for or employment such Party. Each Receiving Party shall be liable for any breach of this Agreement by itself or any of its Representatives, and each Receiving Party will indemnify and hold harmless the Disclosing Party from any losses, damages, charges, fees, costs, and/or expenses, including reasonable attorneys’ fees, arising out of or resulting from such breach.

4. Return of Materials.

Immediately upon the request of the Disclosing Party, the Receiving Party

1. Shall return to Disclosing Party all Confidential Information of the Disclosing Party in their possession, custody or control, including any copies thereof;
2. Will destroy all Confidential Information as well as any materials, notes, or other documents constituting derivative works thereof, whether in written or electronic form (e.g., information on hard drives or e-mail), that include, refer to, summarize, or analyze any part of the Confidential Information, and that may have been produced or created by or on behalf of the Receiving Party (“Internal Data”); and
3. Will furnish the Disclosing Party with a written affidavit certifying that, through reasonable care and to the best of its knowledge, all Confidential Information provided to it under this Agreement has been returned to the Disclosing Party or destroyed under the instructions of the Disclosing Party, as determined by Disclosing Party, in its sole and absolute discretion.

5. Independently Available Information.

Neither Party hereto shall have any confidentiality obligations hereunder to the Disclosing Party regarding any portion of such Confidential Information that:

1. Is already known to the Receiving Party or is publicly available at the time of disclosure;
2. Becomes  publicly available after disclosure through no act of the Receiving Party;
3. Is independently developed by the Receiving Party (so long as the development of such information is not based on, or is not as a result of, directly or indirectly, the Disclosing Party’s Confidential Information received hereunder);
4. Is disclosed by the Disclosing Party to a third party without an obligation of confidentiality; or
5. Is disclosed pursuant to an order of a court or other governmental authority, provided that the Receiving Party will notify the Disclosing Party at the earliest possible time in writing of such order or demand, so that the Disclosing Party may take timely and appropriate action to attempt to prevent disclosure thereof.

6. Ownership.

Each Disclosing Party has, and shall retain, sole and exclusive ownership, right, title, and interest in and to all if its Confidential Information that is disclosed to the Receiving Party, and the Receiving Party shall have no right or title to, or interest in any of the Confidential Information of the Disclosing Party.

7. Assumption of Risk.

THE DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION THAT IT PROVIDES TO THE DISCLOSING PARTY HEREUNDER, ANY AND ALL OF WHICH SHALL BE PROVIDED ON AN “AS IS, WHERE IS” BASIS. THE RECEIVING PARTY ASSUMES ALL RISK, KNOWN AND UNKNOWN, INCIDENT TO ITS USE OF CONFIDENTIAL INFORMATION ABSENT SUCH REPRESENTATIONS AND WARRANTIES.

8. Relief.

The Parties acknowledge that

1. the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of each Party;
2. Remedies at law will be inadequate and any violation of these restrictions will cause irreparable damages within a short period of time; and
3. Each Party will be entitled to injunctive relief as a result of any violation hereunder, in addition to any other relief as is appropriate. Any right, power, or remedy provided under this Agreement to the Parties shall be cumulative and in addition to any other right, power, or remedy provided under this Agreement or existing in law or in equity (including, without limitation, the remedies of injunctive relief and specific performance).

B. Non-Competition

1. NON-COMPETITION.

For the duration of the Agreement and any subsequent agreement executed for the same or similar purpose and for 5 years after the termination of such agreements, the Representative shall not work as an employee, officer, director, partner, consultant, agent, owner, or in any other capacity in any competition with the Company. This means that the Representative must not do any of the above for a company that offers Mental/Behavioral Health Software sales and /or Development and operations in the United States.

2. REPRESENTATIVE ACKNOWLEDGMENTS.

The Representative acknowledges that:

1. this Agreement has been specifically bargained between the Parties;
2. the Representative has had the opportunity to obtain legal counsel to review this Agreement;
3. the restrictions imposed are fair, reasonable and necessary to protect the legitimate business interests of the Company; and
4. such restrictions will not place an undue burden upon the Representative’s livelihood in the event of enforcement of the restrictions described.

Miscellaneous.

This Agreement does not obligate either Party to disclose information to, or make any other agreement with, the other Party, nor does it grant any rights by license or otherwise in any software or other technology or intellectual property rights of either Party hereto. This Agreement is the entire agreement of the Parties with respect to the subject matter hereof, and may not be modified except by a signed writing. This Agreement will survive termination of discussions regarding the Purpose, and shall be superseded by a written agreement between the Parties regarding the Purpose as long as it contains confidentiality provisions that are as restrictive. Otherwise, in the absence of such a provision, this Agreement and the terms hereof shall merge with and into the agreement between the Parties that embodies the Purpose. This Agreement will be governed by Pinellas County law (except for conflict of laws rules), is deemed to be made and fully performed in Clearwater, FL and if suit is filed to enforce it, the prevailing party will receive an award of reasonable attorneys’ fees and costs in addition to any other relief obtained.