Non-Disclosure Agreement

WeCart®, LLC:
3849 Business Park
Cape Girardeau, MO 63701

This Non-Disclosure Agreement (“Agreement”) is made between Receiving Party and WeCart®, LLC, having its principal place of business at 3849 Business Park Place, Cape Girardeau, Missouri, 63701 (“WeCart®”).Customer and Supplier are referred to hereafter individually as a “Party” and collectively as“Parties.” A Party that provides Confidential Information, as herein defined, to the other Party isthe “Disclosing Party” and the Party receiving such information is the “Receiving Party.”

1.Confidential Information: As used herein, “Confidential Information” shallmean any and all information provided by WeCart® in any format whatsoever to Receiving Party,including but not limited to trade secrets, proprietary information, proposals, ideas, media,techniques, sketches, drawings, plans, works of authorship, models, inventions, know-how,processes, algorithms, software programs, software source code, formulae, business plans,marketing/sales plans, and financial information related to the current, future, and proposedproducts and services of WeCart®, and including, without limitation, information concerningresearch, experimental work, development, design details and specifications, financialinformation, purchasing, customer lists, investors, employees, business and contractualrelationships, business forecasts, sales and merchandising, marketing plans and information thatWeCart® provides regarding third parties.

2.Embodiment of Confidential Information: If the Confidential Information isembodied in tangible material (including without limitation, software, hardware, drawings,graphs, charts, disks, tapes, prototypes and samples), it shall be labeled as “Confidential” or beara similar legend. If the Confidential Information is disclosed orally or visually, it shall beidentified as such at the time of disclosure.

3.Limited Use and Disclosure of Confidential Information: Receiving Partyagrees that at all times, and notwithstanding any termination or expiration of this Agreement, itwill hold in strict confidence and not disclose to any third party Confidential Information, exceptas approved in writing by WeCart, and will use the Confidential Information for no purposeother than evaluating and/or developing a business relationship with WeCart®. Notwithstandingthe above, Receiving Party shall not be in violation of this Section with regard to a disclosurethat was in response to a valid order by a court or other governmental body, provided thatReceiving Party provides WeCart® sufficient prior written notice of such disclosure to permitWeCart® to seek confidential treatment of the Confidential Information to be disclosed.Receiving Party shall only permit access to Confidential Information to those of its employees orauthorized representatives having a need to know such Confidential Information in connection with Receiving Party’s evaluation and/or development of a business relationship with WeCartand who have signed a confidentiality agreement or are otherwise bound by confidentialityobligations at least as restrictive as those contained herein.

4.Notification of Unauthorized Disclosure: Receiving Party shall immediatelynotify WeCart® upon discovery of any loss or unauthorized disclosure of the ConfidentialInformation.

5.Other Information: The obligations of nondisclosure and confidentiality setforth in this Agreement shall not apply to Confidential Information that (a) is lawfully inReceiving Party’s possession prior to delivery of such Confidential Information by theDisclosing Party; (b) is or becomes public knowledge through no breach of this Agreement byReceiving Party; (c) is lawfully received by Receiving Party from a third party withoutrestriction and without breach of this Agreement; and/or (d) is independently developed byReceiving Party without breach of this Agreement; provided, however, that such ConfidentialInformation shall not be disclosed to any third party until thirty (30) days after written notice ofintent to disclose is given to WeCart® along with a description of Receiving Party’s assertedgrounds supporting such disclosure.

6.Return of Confidential Information: Upon termination or expiration of thisAgreement, or upon written request of WeCart, Receiving Party shall promptly return to WeCartall documents and other tangible materials, and all copies thereof, representing, reflecting,disclosing, comprising and/or containing Confidential Information

7.No License: The Parties recognize and agree that nothing contained in thisAgreement shall be construed as granting any property rights, by license or otherwise, to anyConfidential Information disclosed pursuant to this Agreement, or to any invention or any patent,copyright, trademark, trade secret and/or other intellectual property right that has issued or thatmay issue, based on or derived from any Confidential Information. Receiving Party shall notmake, have made, use, offer for sale and/or sell for any purpose any product or service using,incorporating and/or derived from any Confidential Information. Receiving Party may from timeto time provide suggestions, comments, or other feedback to WeCart® regarding ConfidentialInformation (“Feedback”). The Parties agree that the provision of Feedback is and shall beentirely voluntary and shall not, absent a separate written agreement, create upon WeCart® anyconfidentiality obligation or restriction on use of the Feedback; provided, however, that in noevent shall WeCart® disclose the source of the Feedback without the Receiving Party’s priorwritten consent.

8.Reproductions: Confidential Information shall not be reproduced in any formexcept as required to accomplish the intent of this Agreement and/or to effect a businessrelationship between WeCart® and Receiving Party. Any reproduction of any ConfidentialInformation shall remain the property of WeCart® and shall contain any and all confidential orproprietary notices or legends which appear on the original, unless otherwise previouslyauthorized in writing by WeCart

9.Term: This Agreement shall terminate three (3) years after the Effective Date,except that Receiving Party’s obligations with respect to non-disclosure of Confidential Information shall survive termination of this Agreement until the Confidential Information nolonger qualifies as Confidential Information.

10.Governing Law: This Agreement shall be governed by and construed inaccordance with the laws of the State of Missouri, United States of America, without reference toconflict of laws principles. Any disputes under this Agreement may be brought in the statecourts located in Cape Girardeau County in the State of Missouri or in the U.S. District Court forthe Eastern District of Missouri, and the Parties hereby consent to the personal jurisdiction andvenue of these courts. This Agreement may not be amended except by a writing signed by both Parties hereto.

11.Remedies: Each Party acknowledges that a breach of this Agreement would cause irreparable damage to the other Party and hereby agrees that the other Party shall beentitled to seek injunctive relief for any breach, as well as such further relief as may be grantedby a court of competent jurisdiction.

12.Severability: If any provision of this Agreement is found by a proper authority tobe unenforceable or invalid, such unenforceability or invalidity shall not render this Agreementunenforceable or invalid as a whole; rather, in such event, the unenforceable or invalid provisionshall be changed and interpreted so as to best accomplish the objectives of such unenforceable orinvalid provision within the limits of applicable law.

13.Assignment: Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party.

14.Notices: All notices or reports permitted or required under this Agreement shallbe in writing and shall be delivered by personal delivery, electronic mail, facsimile transmissionor by certified or registered mail, return receipt requested, or overnight courier, return receiptrequested, and shall be deemed given upon personal delivery five (5) days after deposit in themail or one day after deposit with an overnight courier, or upon acknowledgment of receipt of electronic transmission or facsimile transmission. Notices shall be sent to the addresses set forthin the opening paragraph of this Agreement or such other address as either Party may specify inwriting.

15.No Implied Waiver: Either Party’s failure to insist in any one or more instancesupon strict performance by the other Party of any term(s) of this Agreement shall not beconstrued as a waiver of any continuing or subsequent failure to perform or delay in performanceof any term hereof.