QsTLED Confidential This Confidentiality and Non-disclosure Agreement (“Agreement”) is effective the Tune’ 24th 2017 ("Effective Date”), between QSTLED, LLC a limited liability company with a place of business at 2806 Lake Howell Lane, FL 32792 ("QST") and Allyn Nevgais ("Participant"), QST and Participant (the “Parties’) desire to disclose certain confidential information in connéetion with the Participant cooperating in @ work assignment or project. [n order to protect such information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. __Discloser and Recipient. As to any particular Proprietary Information, the “Disclose” Is the Party disclosing such Proprietary Information end the "Racipient”is the Party receiving such Proprietary Information. 2 Proprietary Information. “Proprietary Information’ means any confidential, proprietary and/or trade secret information concerning Discloser's products, project contacts, project budgets, project theme & technology, services, finances, personnel or business practices, policies or plans, including, without limitation, Information relating to research and development, know-how, inventions, specications, software, hardware, pricing and market analyses, research strategies, projections and forecasts, except to the extent to which Recipient can establish by such information: (I) was rightfully in Recipient's possession before receipt from Discloser; (i) is or becomes a matter of public knowledge through no fault of Recipient; (i) is rightfully received by Recipient from a third party without Violation of any duty of confidentiality; or (Ww) is or was independently developed by or for Recipient, Subject to the foregoing exceptions, “Proprietary Information” also includes, without limitation, information of a similar nature received by Discloser from third parties and that Discloser is obligated to treat as confidential, and information in ‘combination with publicly known information where the nature of the combination is not publicly known. 3. Restrictions on Use and Non-Disclosure of Proprietary Information, Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient agrees that it shall not: a) use the Proprietary Information for any purpose other than the one for which Discloser shared sueh information; b) directly orinaecty copy, transfer, or otherwise cose or reveal roprietaty information to ‘any person or entity other than its and its Affiliates, employees, directors, officers, agents and consultants who (i) have a need t know in connection withthe Parties relationship and/or discussions i) have been advised ofthe cestretions on the Proprietary Information under tis ‘Agreement, and (i) ae subject to legally binding obigations of confidential a to such information 1no less restrictive than those contained in ths Agreement, provided, that Recipent shal at al times be fully esponsibe to Discoser forthe compliance by such persons and entities wit this Agreements ©) announce or disclose to any third party: i) its participation inthe business relationship to the extent the Proprietary Information concerns any unannounced products, technology, services, or business transactions, or {i) the nature of the business relationship. For purposes of this paragraph 3, “Affiliate” means, as to any person or entity, any other person or entity controlled by, controling or under common control with same, and “control” means the power to manage or direct the affairs of the person or entity in question, whether by ownership of voting securites, by contract, or otherwise 4. Standard of Care. Recipient shall use at least the same degree (but no less than a reasonable degree) ‘of care and protection to prevent the unauthorized use, dissemination or copying of any Proprietary Information as Recipient uses to protect its own Proprietary Information of alike nature. 5. Ownership: No Reverse Engineering. Recipient agrees not to assert any claim of title or ownership to the Proprietary Information or any portion thereof. If Proprietary Information consists of computer software disclosed in object code form, Reciplent shall not, and shall not permit any other party, to reverse engineer, reverse complle, or disassemble such object code, or take any other steps to derive a source code equivalent thereof. 6. Disclosures Required by Law. In the event Recipient becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Proprietary Information, Recipient shell provide Discloser with prompt prior written notice of such requirement sa that Discldser may seek a protective order or other appropriate remedy. If such protective order or other remedy is net obtained, of if Discloser waives in writing compliance with the terms hereof, Recipient agrees to furnish only that portion of the information HR 20190528QsT LED Confidential Which Recipient is advised by written opinion of counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such information. 7. Confidentiality Period. Recipient's obligations under paragraphs 3 through 6 as to any Item of Proprietary Information will expire on the lattor of [a) the fifth anniversary of the date of disclosure of such information, or (b) the Parties’ entry Into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions which supersede this Agreement as to such iter of Proprietary Information (“Confidentiality Period”) 8, No Liability. Discloser represents that it has the right to make the disclosures under this Agreement: Otherwise, Discloser makes no representations or warranties, express or implied, as to the quality, accuracy and completeness of the information disclosed hereunder, and Discloser, its Affilates and representatives shall have no lability whatsoever with respect to the use of or reliance upon the Proprietary Information by Recipient. 9. Disposal of Proprietary Information. Recipient agrees to destroy or return to Discloser all copies of Proprietary Information promptly upon the earlier of (i) Discloser’s request at any time or (il) expiration of the Confidentiality Period, except that, unless the Parties expressly agree otherwise in writing, all software (whether in object code or source code form) shall be returned or destroyed 90 days following its delivery by Discloser. 10, Remedies. The parties acknowledge and agree that a breach of this Agreement by elther party may cause continuing and irreparable injury to the other's business as a direct result of any such violation, for which the remedies at law may be inadequate, and that Oiscloser shall therefore be entitled, In the event of any actual or threatened violation of this Agreement by Recipient, and in addition to any other remedies available to it, to a ‘temporary restraining order and to injunctive relief against the other Party to prevent any violations thereof, and to any ‘ther appropriate equitable relief. The party breaching or threatening to breach this agreement shal, in addition to all ‘other damages and costs, be liable for payment to the party enforcing its rights hereunder its reasonable attorney fees. 11, Euture Agreements. None of the Parties will be bound or obligated to any of the other Parties in any matter unless and until the Parties execute a binding weitten agreement with regard to such matter, and no other past fr future action by any of the Parties, course of conduct by any of the Parties, or fallure to act by any of the Parties, Including, without limitation, the execution or acceptance of this Agreement and the delivery and acceptance by the Parties of the Proprietary Information, has given rise to, wil give rise to, has served as the basis for, or will serve as a basis for, any obligation or lability on the part of any of the Parties, including, without limitation, any obligation or liability to negotiate or enter into a transaction. 12, Miscellaneous. No failure or delay by Discloser in exercising any right, power or privilege hereunder shall operate as 8 waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement may be modified or waived only by a separate writing by Discloser and Recipient expressly so modifying or waiving any provision of this Agreement, If any provision or provisions of this Agreement shall be held, for any reason, to be illegal, invalid or non-enforceable, the remaining provisions shall nonetheless be legal, valid and enforceable provisions. 13, Governing Law. This Agreement shall be governed by the laws of the State of Florida, without regard to confllets of law principles. The parties agree that any action arising out of or related to this Agreement may be brought in the Florida courts, and the parties each hereby submit to the in personum jurisdictions of each such courts for such purposes. The parties hereby consent to service of process in any such action by certified mail at their respective addresses set forth on the frst page hereof. QSTLED, LLC PARTICIPANT Al By: same tame: Allison Vergara The Tite: MP5, HR v. 20190528He asTLeD Confidential Job information Tiles Empiayeo i: Sepevior: je gs oe Wetteoe “pool Ye amul mal lice vets CB 459 ayoe29 436 Start Date: aa! Tone 2" Jota sar Emergency Contact Information fame Neloze — Batdn mane Last First Address: 3% Apartment/ Street Address Unit og tor) Cit State ZIP Code y Primary Phone: 453 34p59243¢9 __ Alternate Phone: Relationship: 7 ca . 20180528