MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into between Joe Scurlock with RecoveryStream, LLC, a Florida Company and _________________________________________ an Individual.

WHEREAS, each party to this Agreement possesses confidential and proprietary information related to its business activities or concepts, including, but not limited to, that designated under Section 2 of this Agreement, technical and non-technical information, patents, copyrights, trade secrets, know-how, financial data, design details and specifications, engineering, business and marketing strategies and plans, forecasts or plans, pricing strategies, formulas, procurement requirements, vendor and customer lists, inventions, techniques, sketches, drawings, models, processes, apparatus, equipment, algorithms, software programs, software source documents, product designs and the like, information designated in accordance with Section 2 below, and third party confidential information (collectively, the “Information”); and

WHEREAS, each party in possession of Information (the “Disclosing Party”) desires to disclose some of its Information to the other party (the “Receiving Party”) subject to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the receipt of certain Information and the mutual promises made herein, the parties agree as follows:

  1. Permitted Use. The Receiving Party shall use and treat the Disclosing Party’s Information as follows: (a) hold all Information received from the Disclosing Party in strict confidence; (b) use such Information only for the purpose of evaluating the possibility of entering into a commercial arrangement between the parties concerning such Information; (c) reproduce such Information only to the extent necessary for such purpose; (d) restrict disclosure of such Information to its employees and consultants with a need to know (which employees and consultants Receiving Party warrants have agreed to be bound by terms and conditions substantially similar to those set forth in this Agreement); (e) not disclose such Information to any third party without prior written approval of such Disclosing Party; and (f) not use the Information to solicit the clients or customers of the Disclosing Party.

The restrictions on the Receiving Party’s use and disclosure of Information as set forth above shall not apply to any Information which the Receiving Party can demonstrate:

  1. is wholly and independently developed by the Receiving Party without the use of Information of the Disclosing Party; or

  2. at the time of disclosure to the Receiving Party, was either in the public domain or known to such Receiving Party free of restriction or any obligation of confidence and evidenced by documentation in the Receiving Party’s possession; or

  3. is disclosed in response to a valid order of a court or other governmental body in the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order, provided, however, that the Receiving Party shall first notify the Disclosing Party in writing of the order and permit the Disclosing Party to seek an appropriate protective order.

  1. Permissive Designation. Information shall be subject to the restrictions of Section 1 if it is identified as confidential or proprietary at the time of disclosure, whether such disclosure is oral or written. Notwithstanding the foregoing, confidential and proprietary information may be Information if it is within the definition of Information set forth in the preamble hereto notwithstanding the failure of the Disclosing Party to so designate same under this Section 2.

  2. Cooperation. The Receiving Party will immediately give notice to the Disclosing Party of any unauthorized use or disclosure of the Information of the Disclosing Party and agrees to assist the Disclosing Party in remedying any such unauthorized use or disclosure of same.

  3. No Disclosure to Third Parties. This Agreement does not permit either party to disclose Information to any other third party. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be disclosed to any third party without the written approval of both parties.

  4. No License or Representations. No license to a party of any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by this Agreement or any disclosure hereunder, including, but not limited to, any license to make, use or sell any product embodying any Information. No representation, warranty or assurance is made by either party with respect to the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights or other rights of third persons, or the accuracy of any Information.

  5. Ownership of Confidential Information and Other Materials. All Information, and any derivatives thereof whether created by Disclosing Party or Receiving Party, remain the property of Disclosing Party and no license or other rights to such Information is granted or implied hereby.

  6. No Obligation. Neither this Agreement nor the disclosure or receipt of Information shall be construed as creating any obligation of a party to furnish Information to the other party or to enter into any agreement, venture or relationship with the other party.

  7. Return of Information. All Information shall remain the sole property of the Disclosing Party which originally disclosed such Information, and all materials containing any such Information (including all copies made by the Receiving Party) shall be returned to the Disclosing Party immediately upon termination or expiration of this Agreement, or upon the Receiving Party’s determination that it no longer has a need for such Information. Upon request of the Disclosing Party, the Receiving Party shall certify in writing that all materials containing such Information (including all copies thereof) have been returned to the Disclosing Party.

  8. Term and Survivability. This Agreement shall govern all communications between the parties that are made during the period from the date hereof to the date on which either party receives from the other written notice that subsequent communication and information shall not be so governed; provided, however, that each party agrees that all of its obligations undertaken as a Receiving Party shall survive and continue after such notice.

  9. Injunctive Relief. Any use or disclosure by the Receiving Party of Information beyond that permitted by this Agreement will cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law. Accordingly, the Disclosing Party shall be entitled to immediate injunctive relief prohibiting any violation of this Agreement, in addition to any other rights and remedies available to such Disclosing Party (including monetary damages if appropriate).

  10. Attorneys’ Fees. In the event either party brings any action to enforce or protect any of its rights under this Agreement, the prevailing party shall be entitled to recover, in addition to its damages, its reasonable attorneys’ fees and costs.

  11. Governing Law and Forum. This Agreement shall be governed in all respects by the laws of the state of Oregon without regard to its conflicts of law principles. The parties expressly consent, and submit themselves, to the jurisdiction of the courts of the state of Oregon, and it is stipulated that venue shall be proper in the city of Bend, Oregon.

  12. Counterparts and Facsimile Delivery. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Agreement when a duly authorized representative of each party has signed a counterpart. Each party may use facsimile signatures as evidence of the execution and delivery of the Agreement by all parties to the same extent that an original signature could be used.

  13. No Offer to Sell. No contract or agreement with respect to any aspect of a potential transaction between the parties shall be deemed to exist unless and until a definitive written agreement providing for such aspect of the transaction has been executed and delivered. Without limiting any of the foregoing, neither party has granted to the other party any option or other right to purchase, or any right of first refusal, right of first offer or other such right or option, in such party’s business or concept.

  14. Miscellaneous. This Agreement constitutes the entire understanding among the parties hereto as to the Information and supersedes all prior discussions regarding the Information. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by its authorized officer or representative. No party may assign or transfer, in whole or in part, any of its rights, obligations or duties under this Agreement. The failure or delay of any party to enforce at any time any provision of this Agreement shall not constitute a waiver of such party’s right thereafter to enforce each and every provision of this Agreement. In the event that any term, condition or provision of this Agreement is held to be illegal, unenforceable or invalid by any court of competent jurisdiction, the remaining terms, conditions or provisions shall remain in full force and effect. The rights, remedies and obligations set forth herein are in addition to, and not in substitution of, any rights, remedies or obligations which may be granted or imposed under law or in equity.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above.

_____________________________ _________________________________

Joseph I. Scurlock