Dealerwing, LLC(“Company”) and your company (“Party”) (each a “Party” and, collectively, the “Parties”) ”) have entered into a service and marketing agreement between the parties, effective as of the date of signing the agreement. In connection with this agreement, the Parties recognize that there is a need for each Party to disclose certain confidential and proprietary information (“Proprietary Information”) to the other Party. As an express condition to such disclosure, the Parties agree as follows:

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1. Non-disclosures and Limited Use. Each Party agrees that it:

• shall not use any Proprietary Information of the other  Party for its own benefit or for any purpose other than performing under this agreement;

• shall hold the other’s Proprietary Information in strict confidence and shall not disclose any such Proprietary Information to any person except its own employees and representatives who need to know such Proprietary Information in order to perform under this agreement, and who have agreed to maintain the strict confidentiality of such Proprietary Information;

• will not directly or indirectly copy or reproduce all or any part of the Company Proprietary Information, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of presentation style, content, or content organization, without the prior written permission from disclosing Party;

• may not reverse engineer, make copies or otherwise distribute, publish, reproduce, or retransmit any information, or otherwise commercially exploit any information including Proprietary Information, received as part of this disclosure; and

• at the request of the other Party, shall return to the other Party or destroy all materials containing such Proprietary Information, without retaining copies in any form. Each Party further agrees that it shall use the same degree of care to prevent inadvertent disclosure of the Proprietary Information of the other to any third Party as it uses with its own most confidential and proprietary information, but no less than a reasonable standard of care. If either Party’s employees, agents, or contractees (“Representatives”) are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Proprietary Information, it shall provide the other with written notice of such requirement as soon as practicable after learning of it so that the other Party may seek a protective order or other appropriate remedy. However, if no such order or remedy is obtained, either Party’s Representatives shall furnish only that portion of the Proprietary Information which it is advised by written opinion of counsel is legally required and only in the manner legally required, and shall exercise best efforts to obtain assurance that confidential treatment will be accorded such Proprietary Information. For the purposes of this Agreement, the Company products and programs, along with its strategic partnerships and selected vendors or suppliers, in its entirety is construed as “Proprietary Information”.
  

2. Non-Compete Clause. Throughout the duration of this agreement, and for a period not to exceed twelve (12) months following the culmination, completion, or termination of this agreement, each Party shall not, without the expressed written consent of the originating Party, use the Proprietary Information in any manner, to represent, provide services, or engage in any business activity competitive with:

• Dealerwing-Service and Sales Retention Marketing Program, including customized direct mail with targeted, customer-based offers, integration and parsing of dealer’s DMS or manufacturer’s database, retention-based email, and retention based digital marketing.

• Dealerwing Data Cleanse Solution, for a dealer’s DMS or dealer’s manufacturer database, including cleaning, sorting, purging, deduping, and updating of all dealer database records.
  

This agreement shall not prohibit the dealership from creating or developing its own marketing, advertising or data cleansing processes. It will also not prohibit any 3rd party vendor from providing similar services, provided that there is no reliance on, or use of, Dealerwing’s confidential or proprietary information.

3. Description of Proprietary Information. “Proprietary Information” includes any information disclosed by a Party to the

other under this agreement in writing, orally, electronically, digitally, or in any other form that is described as, or provided

under circumstances indicating it is, confidential or proprietary, including without limitation, strategic partnerships, selected

vendors or suppliers, business plans, business methods, technical data, product ideas, customer lists, customer data, personnel,

contracts, financial information, other material nonpublic information or any idea in whatever form, whether tangible or

intangible. For purposes of this Nondisclosure Agreement, Proprietary Information does not include:

• information that is or becomes publicly known through no fault of the other Party;

• information which was known to the other Party prior to disclosure by the disclosing Party;

• information which the other Party obtains from a third party not bound by a confidentiality obligation to the disclosing Party;

• information independently developed by the other Party; and

• information required to be disclosed by a court of competent jurisdiction.
  

4. Confidentiality of Discussions. The Parties agree not to disclose the subject matter of this agreement.

5. Term. Except as provided herein, this Agreement, and all rights and obligations contained herein, shall terminate upon termination of the Service Agreement, between the Parties. Notwithstanding the aforesaid, the obligations of the parties hereunder with regard to the Confidential Information disclosed prior to termination shall survive any termination of this Agreement and shall continue in effect for a period of five (5) years from the date of disclosure (except for trade secrets, including but not limited to customer lists, which shall be held in confidence for so long as they are protected under applicable law as trade secrets) and any breach of such obligations (if any) shall remain actionable.

6. Return of Information. Receiving party shall destroy or return to the disclosing party, at the disclosing party’s sole option, all Confidential Information that a recipient possesses.

7. Choice of Law. This Nondisclosure Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to its conflicts of law rules.

8. Remedies. Each Party understands that improper use or disclosure of the Proprietary Information of the other Party may cause the other Party irreparable injury not compensable by monetary damages alone. Accordingly, each Party agrees that, in the event of a breach or threatened breach of this Nondisclosure Agreement, the other Party shall be entitled to seek equitable relief in addition to all other remedies at law.

9. Miscellaneous. This Nondisclosure Agreement shall be binding upon and for the benefit of the Parties and their successors and assigns. The failure by either Party to enforce any provision of this Nondisclosure Agreement shall not constitute a waiver by such Party of any of the terms of this Nondisclosure Agreement. This Nondisclosure Agreement supersedes and replaces any existing agreement entered into by the Parties relating generally to the same subject matter, and may be modified only in a writing signed by the Parties. This Nondisclosure Agreement contains the entire agreement between the Parties with respect to the subject matter hereof.