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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />J.R. SMITH, CLERK
<br />MUTUAL NON -DISCLOSURE AGREEMENT
<br />This NON -DISCLOSURE AGREEMENT (the "Agreement") effective as of 11/1/2022 (the
<br />"Effective Date") is between Everside Health, LLC, a Delaware limited liability company, with
<br />its principal place of business at 1400 Wewatta Street, Suite 350, Denver, Colorado 80202, and
<br />Indian River County Board of County Commissioners, with its principal place of business at 1801
<br />27th St. Vero Beach FL 32960 (herein, collectively, the "Parties").
<br />RECITALS
<br />WHEREAS, the Parties are interested in disclosing and receiving certain confidential
<br />information from one another to evaluate a potential business arrangement and/or transaction and
<br />the consummation of such potential business arrangement and/or transaction between both Parties
<br />(hereinafter "Business Purpose"); and
<br />WHEREAS, the Parties acknowledge that each Party may learn of the other Party's
<br />confidential information by disclosure, directly or indirectly; and conditional to the mutual release
<br />of respective Confidential Information to the other party, the Parties agree to treat all confidential
<br />information as confidential, and not to use such information other than in accordance with the
<br />Agreement; and
<br />WHEREAS, "Disclosing Party" shall mean the Party that provides Confidential
<br />Information to the other Party, and "Receiving Party" shall mean the Party that receives
<br />Confidential Information from the other Party; and both Parties shall act as "Disclosing Party" and
<br />"Receiving Party", as applicable to the Business Purpose, with the rights and duties in accordance
<br />with the terms of the Agreement.
<br />NOW THEREFORE, in consideration of these premises and for other good and valuable
<br />consideration, receipt of which is hereby acknowledged, the Parties agree as follows:
<br />1. Confidential Information.
<br />(a) For purposes of this Agreement, "Confidential Information" means any and all
<br />confidential, proprietary, trade secret or other information that Disclosing Party discloses to
<br />Receiving Party relative to the Business Purpose and the purposes of this Agreement, regardless
<br />of the medium in which such information is stored and whether disclosed in writing, orally,
<br />electronically or visually. Confidential Information may include, but is not limited to, ideas,
<br />innovations, accounting and financial information, information regarding products, services,
<br />pricing, business and operating methods, procedures, processes, policies, know-how, marketing,
<br />development, sales, costs, vendors and suppliers, inventions and intellectual property, business
<br />records, employee data, strategic plans, promotional data and business relationships.
<br />Confidential Information may be in the form of, without limitation, written documents,
<br />photographs, drawings, schematics, layouts, charts, graphs, samples, software, prototypes, CDs,
<br />
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